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Approved on March 11, 2009 Approved on 11 March 2009 Registered on ____ ____ 2009 by Resolution of JSC RusHydro Board of Directors Minutes No. 73 of __ March State registration No.: 2009 Federal Financial Markets Service (position and signature of the registration agency's authorized person) Seal of the registration agency SECURITIES PROSPECTUS Open joint-stock company RusHydro 16,000,000,000 (sixteen billion) ordinary registered uncertified shares with a par value of 1 (one) rouble each The Issuer's website for information disclosure: www.rushydro.ru The information contained in this Securities Prospectus is subject to disclosure under Russian Federation securities law THE REGISTRATION AGENCY SHALL NOT BE LIABLE FOR THE AUTHENTICITY OF INFORMATION IN THIS SECURITIES PROSPECTUS AND THE FACT OF ITS REGISTRATION SHALL NOT BE INTERPRETED AS AN EXPRESSION OF THE AGENCY'S ATTITUDE TO THE SECURITIES SUBJECT TO PLACEMENT This is to certify that the Issuer's financial (accounting) statements for 2005, 2006 and 2007 are true and the Issuer's accounting procedures comply with Russian Federation law. While keeping unchanged our opinion about the authenticity of the financial (accounting) statements, we would like to draw attention to the information given in clause 5 of our 20 April 2006 auditor's report for 2005, clause 5 of our 31 March 2007 auditor's report for 2006, and clause 5 of our 31 March 2008 auditor's report for 2007 attached to the Securities Prospectus. Other information on the Issuer's financial position given in sections III, IV, V and VIII of this Prospectus was checked as to its compliance in all material aspects with the audited financial (accounting) statements for 2005, 2006 and 2007. Closed joint-stock company PricewaterhouseCoopers Audit Director of Closed joint-stock company PricewaterhouseCoopers Audit acting pursuant to Power of Attorney No. GA-802-zao of 1 June 2007 ______________ 2009 David Gray L.S. JSC RusHydro Acting Management Board Chairman ______________ 2009 V.A. Zubakin L.S. JSC RusHydro Chief Accountant ______________ 2009 O.V. Otto L.S. 1 Table of contents Introduction I. Brief information on the members of the Issuer's management bodies, information on the Issuer's bank accounts, auditor, appraiser and financial adviser, and also on other signatories of the Prospectus 1.1. Members of the Issuer's management bodies 1.2. The Issuer's bank accounts 1.3. The Issuer's auditor (auditors) 1.4. The Issuer's appraiser 1.5. The Issuer's advisers 1.6. Other signatories of the Securities Prospectus II. Brief information on the amount, period, procedure for and terms of placement for each type, category (class) of equity securities subject to placement 2.1. Type, category (class) and form of securities subject to placement 2.2. Par value of each type, category (class) and series of equity securities subject to placement 2.3. The intended monetary value and the amount of equity securities subject to placement 2.4. The price (procedure for price determination) of equity securities subject to placement 2.5. Procedure for and period of the placement of equity securities 2.6. Procedure for and terms of payment for equity securities subject to placement 2.7. Procedure for and terms of concluding agreements in the process of equity securities placement 2.8. The group of prospective buyers of equity securities subject to placement 2.9. The procedure for information disclosure on equity securities placement and the results thereof III. Basic information on the Issuer's financial and economic position 3.1. Indicators of the Issuer's financial and economic performance 3.2. The Issuer's market capitalization 3.3. The Issuer's obligations 3.3.1. Accounts payable 3.3.2. The Issuer's credit history 3.3.3. The Issuer's obligations from the collateral provided to third parties 3.3.4. The Issuer's other obligations 3.4. Purposes of the securities issue and potential uses of the proceeds from equity securities placement 3.5. Risks involved in acquisition of the equity securities being placed (fully distributed) 3.5.1. Sectoral risks 3.5.2. Country and regional risks 3.5.3. Financial risks 3.5.4. Legal risks 3.5.5. Risks associated with the Issuer's activities IV. Detailed information about the Issuer 4.1. History of the Issuer's creation and development 4.1.1. Data about the corporate name of the issuer 4.1.2. Information about state registration of the issuer 4.1.3. Information about the Issuer's creation and development 4.1.4. Contact information 4.1.5. Taxpayer Identification Number 4.1.6. Affiliates and representative offices of the Issuer 4.2. Core business of the Issuer 4.2.1. Sectoral affiliation of the Issuer 4.2.2. Core business of the Issuer 4.2.3. Materials, goods (raw materials) and suppliers of the Issuer 4.2.4. Sales market for output (works, services) of the Issuer 4.2.5. Information about the Issuer's licences 4.2.6. Joint activities of the Issuer 4.2.7. Additional requirements on issuers that are joint-stock investment funds, insurance or credit institutions, or mortgage agents 4.2.8. Additional requirements on issuers the core business of which is mining operations 4.2.9. Additional requirements on issuers the core business of which is providing communications services 2 4.3. Plans for the Issuer's future activities 4.4. Participation by the issuer in industrial, banking and financial groups, holdings, concerns and associations 4.5. Subsidiaries and dependent companies of the Issuer 4.6. Composition, structure and value of the fixed assets of the Issuer, information about plans to acquire, replace or retire fixed assets, as well as about all encumbrances on the fixed assets of the Issuer 4.6.1. Fixed assets V. Financial and business activities of the Issuer 5.1. Results of the financial and business activities of the Issuer 5.1.1. Profits and losses 5.1.2. Factors affecting the change in the amount of revenues from sale by the Issuer of goods, output, work and services and the profits (losses) of the Issuer from its core activities 5.2. Liquidity of the Issuer, adequacy of capital and current assets 5.3. Size and structure of the Issuer's capital and current assets 5.3.1. Size and structure of the Issuer's capital and current assets 5.3.2. Financial investments of the Issuer 5.3.3. Intangible assets of the Issuer 5.4. Information about the Issuer's policy and costs in the sphere of scientific and technical development, in relation to licences and patents, new developments and research 5.5. Analysis of trends in development in the sphere of the Issuer's core business 5.5.1. Analysis of the factors and conditions affecting the Issuer's activities 5.5.2. Competitors of the Issuer VI. Detailed information on the members of the Issuer's management bodies, financial and business performance bodies, and employees (personnel) profiles 6.1. The structure and competencies of the Issuer's management bodies 6.2. Information on the members of the Issuer's management bodies 6.3. Information on the amount of remuneration, benefits and/or compensation for each management body of the Issuer 6.4. Information on the structure and competencies of the bodies supervising the Issuer's financial and business performance 6.5. Information about members of the bodies for control over the financial and economic activity of the Issuer 6.6. Information about the amount of remuneration, privileges, and/or reimbursement of expenses for the control body over financial and economic activity of the Issuer 6.7. Data on the number and summary data on the education and composition of employees (workers) of the Issuer and on changes in the number of employees (workers) of the Issuer 6.8. Information about any liabilities of the Issuer to its employees (workers) regarding their possible participation in the authorized (reserve) capital (unit trust) of the Issuer VII. Information about the participants (shareholders) of the Issuer and related party transactions conducted by the Issuer 7.1. Information about the total number of shareholders (participants) of the Issuer 7.2. Information about the participants (shareholders) of the Issuer who hold no less than 5 percent of its authorized (reserve) capital (unit trust) or no less than 5 percent of its ordinary shares, as well as information about the participants (shareholders) of such persons who hold no less than 20 percent of the authorized (reserve) capital (unit trust) or no less than 20 percent of its ordinary shares 7.3. Information about the participation of the government or municipality in the Issuer's authorized (reserve) capital (unit trust) and the availability of special right (gold share) 7.4. Information about restrictions to the participation in the Issuer's authorized (reserve) capital (unit trust) 7.5. Information about changes in the composition and size of the shares of shareholders (participants) of the Issuer holding not less than 5% of its authorized (reserve) capital (unit trust) or not less than 5% of its ordinary shares 7.6. Information about related party transactions conducted by the Issuer 7.7. Information about the size of accounts receivable VIII. The Issuer's financial statements and other financial information 8.1. Annual financial statements of the Issuer 8.2. Quarterly financial statements of the Issuer for the past completed accounting quarter 3 8.3. Consolidated accounts of the Issuer for the three recent completed fiscal years or for each completed fiscal year 8.4. Information about the Issuer's accounting policy 8.5. Information about the total amount of export and about the share of export in the total sales 8.6.
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