Approved on “ 30 ” October 20 12 Registered on “ ” 20 . State Registration Number - - - - - - - - - - Board of Directors of JSC RusHydro - - - (the body of the Issuer that approved the Prospectus shall (the State Registration Number assigned to the issue (additional issue) of the be specified) securities shall be specified) Minutes No. 164 FSFM (Federal Service for Financial Markets) of Russia dated “ 30 ” October 20 12 . (name of the registering authority) (name of the position and signature of the authorized representative of the registering authority) Seal of the registering authority SECURITIES PROSPECTUS Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro (Issuer’s full corporate name (name of a non-commercial organization)) non-convertible interest bearing documentary bearer bonds of series 07 with mandatory centralized storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) roubles each, with a total value of 10,000,000,000 (ten billion) roubles with maturity term falling on the 3,640 th (three thousand six hundred and fortieth) day from the commencement date of bond offering being placed through public offering with a possibility of early redemption at holders’ request and upon Issuer’s discretion non-convertible interest bearing documentary bearer bonds of series 08 with mandatory centralized storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) roubles each, with a total value of 10,000,000,000 (ten billion) roubles with maturity term falling on the 3,640 th (three thousand six hundred and fortieth) day from the commencement date of bond offering being placed through public offering with a possibility of early redemption at holders’ request and upon Issuer’s discretion non-convertible interest bearing documentary bearer bonds of series 09 with mandatory centralized storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) roubles each, with a total value of 10,000,000,000 (ten billion) roubles with maturity term falling on the 3,640 th (three thousand six hundred and fortieth) day from the commencement date of bond offering being placed through public offering with a possibility of early redemption at holders’ request and upon Issuer’s discretion non-convertible interest bearing documentary bearer bonds of series 10 with mandatory centralized storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) roubles each, with a total value of 10,000,000,000 (ten billion) roubles with maturity term falling on the 3,640 th (three thousand six hundred and fortieth) day from the commencement date of bond offering being placed through public offering with a possibility of early redemption at holders’ request and upon Issuer’s discretion 1 (class, category (type), form and other identification attributes of securities) (face value (if available) and number of securities, for bonds and options of the Issuer redemption period is also provided) Information contained in this Prospectus shall be subject to disclosure in accordance with the legislation of the Russian Federation on securities THE REGISTERING AUTHORITY SHALL BEAR NO REPONSIBILITY FOR THE RELIABILITY OF INFORMATION CONTAINED IN THIS PROSPECTUS, AND DOES NOT EXPRESS ITS ATTITUDE TO THE PLACED SECURITIES BY THE FACT OF REGISTRATION THEREOF Hereby, the credibility of the following documentation is confirmed: – Issuer’s accounting statements for 2009 and 2010 prepared in accordance with regulations established in the Russian Federation with due account of information on retroactive adjustments outlined in Clause 3.1 of this prospectus; – Issuer’s financial statements for 2009 prepared in accordance with International accounting standards (hereinafter referred to as IAS) except for circumstances having influenced these statements and outlined in Clause 8.3 b) of this prospectus; – Issuer’s consolidated financial statements for 2010 prepared in accordance with IAS with due account of circumstances outlined in clause 8.3 b) of this prospectus; – Issuer’s consolidated financial statements for 2011 prepared in accordance with IAS. Other information on the Issuer’s financial status contained in Sections III, IV, V and VIII of this Prospectus has been inspected for its compliance in all the material aspects with the data of financial (accounting) statements for 2009 prepared in accordance with regulations generally accepted in the Russian Federation, in respect of which the audit has been conducted. Closed Joint-Stock Company PricewaterhouseCoopers Audit (full corporate name of an audit organization (audit organizations) and surname, name and patronymic of an individual auditor who audited the issuer’s accounting (financial) statements) Director acting on the basis of letter of authority No. GA-01295- 0711-zao dated July 1, 2011 T. V. Sirotinskaya (position of a manager or another person who signed the prospectus on behalf of (signature) (Name, patronymics, the issuer’s auditor, name and details of the document that authorized this person to Stamp here surname) sign the prospectus on behalf of the issuer’s auditor) Date “ ” 2012 . 2 Hereby, the credibility of the Issuer’s accounting statements for 2011 prepared in accordance with regulations generally accepted in the Russian Federation is confirmed. Other information on the Issuer’s financial status contained in Sections III, IV, V and VIII of this Prospectus has been inspected for its compliance in all the material aspects with the data of financial (accounting) statements for 2011 prepared in accordance with regulations generally accepted in the Russian Federation, in respect of which the audit has been conducted , as well as in terms of comparative data for year 2010, as this information is disclosed in Clause 3.1 of the current Prospectus and with regard to the explanations provided in Section 2.17 of the explanatory note to Issuer’s account ing statement for year 2011 prepared in accordance with the regulations established in the Russian Federation. Closed Joint-Stock Company HLB Vneshaudit (full corporate name of an audit organization (audit organizations) and surname, name and patronymic of an individual auditor who audited the issuer’s accounting (financial) statements) Director General L. M. Mitrofanov (position of a manager or another person who signed the prospectus on behalf of (signature) (Name, patronymics, the issuer’s auditor, name and details of the document that authorized this person to Stamp here surname) sign the prospectus on behalf of the issuer’s auditor) Date “ ” 2012 . Acting Chairman of the Board E. V. Dod (name of the issuer ’s head position) (signature) (Name, patronymics, surname) Date “ ” 2012 . Chief Accountant D. V. Finkel (name of a person performing the functions of the issuer’s chief accountant) (signature) (Name, Stamp here patronymics, surname) Date “ ” 2012 . 3 INTRODUCTION .................................................................................................................................................................. 8 I BRIEF INFORMATION ON MEMBERS OF THE MANAGEMENT BODIES OF THE ISSUER, INFORMATION ON BANK ACCOUNTS, AUDITOR, APPRAISER AND FINANCIAL ADVISER OF THE ISSUER, AND OTHER SIGNATORIES HERETO ......................................................................................... 17 1.1 MEMBERS OF THE MANAGEMENT BODIES OF THE ISSUER ..................................................................................... 17 1.2 INFORMATION ON THE ISSUER ’S BANK ACCOUNTS ............................................................................................... 18 1.3 INFORMATION ON THE ISSUER ’S AUDITOR (S) ........................................................................................................ 24 1.4 INFORMATION ON THE ISSUER ’S APPRAISER .......................................................................................................... 31 1.5 INFORMATION ON THE ISSUER ’S ADVISORS ........................................................................................................... 31 1.6 INFORMATION ON OTHER SIGNATORIES TO THE PROSPECTUS ............................................................................... 31 II SUMMARY ON NUMBER, PERIOD, PROCEDURE AND CONDITIONS OF OFFERING FOR EACH TYPE AND CATEGORY OF ISSUE SECURITIES OFFERED ............................................................. 32 2.1 TYPE , CATEGORY AND FORM OF SECURITIES OFFERED ........................................................................................ 32 2.2 NOMINAL VALUE OF EACH TYPE , CATEGORY AND SERIES OF ISSUE SECURITIES OFFERED .................................. 34 2.3 ESTIMATED ISSUE AMOUNT IN MONETARY TERMS AND NUMBER OF EQUITY SECURITIES TO BE ISSUED ............ 34 2.4 OFFERING PRICE (P ROCEDURE FOR DETERMINATION OF THE OFFERING PRICE ) ................................................... 35 2.5 OFFERING TERM AND PROCEDURE ........................................................................................................................ 35 2.6 PROCEDURE AND CONDITIONS OF PAYMENT FOR EQUITY SECURITIES OFFERED .................................................. 39 2.7 PROCEDURE AND CONDITIONS OF ENTERING INTO AGREEMENTS DURING THE OFFERING OF ISSUE SECURITIES .......................................................................................................................................................... 40 2.8 TARGET GROUP OF SUBSCRIBERS FOR EQUITY