On May 7, 2009, the Board of Directors of JSC RusHydro held a regular session.

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The Board of Directors of JSC RusHydro formulated the following agenda for an annual General Meeting of Shareholders, following the results of 2008:

1) Approval of an annual report, annual financial statements, including the Company’s profit and loss account, and also distribution of the Company’s profit (including dividend payment) and losses for the 2008 financial year;

2) Approval of the Company’s Auditor;

3) Payment of Remuneration and Compensation to members of the Company’s Board of Directors;

4) Increase of the Company’s charter capital;

5) Election of the Company’s Board of Directors;

6) Election of the Company’s Auditing Commission.

In accordance with the resolution of the JSC RusHydro Board of Directors (minutes No. 75 of April 30, 2009), the annual General Meeting of Shareholders will be held on June 10, 2009 at the address: Imperial Park Hotel business center, village of Rogozino, Naro-Fominsk district, Moscow Region. Commencement of the meeting: 12:00 p.m. Moscow time, the commencement time for the registration of persons attending the Meeting – 10:00 a.m. Moscow time.

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The Company’s Board of Directors made a decision to recommend that the annual General Meeting of Shareholders should not pay dividends for 2008.

The source of dividend payment is the Company’s profit remaining after taxation (net profit).

By its resolution (Minutes No. 55 of May 19, 2008), the Company’s Board of Directors approved the Statute on JSC RusHydro Dividend Policy. Under the Statute, the Company channels no less than 5% of the Company’s consolidated net profit into dividend payment following the results of a financial year. 

In 2008, JSC RusHydro posted a net profit of 16 450 238 000 rubles, which shall be distributed as follows:

- the reserve fund (obligatory deductions in the amount of 5% of the Company’s net profit under the legislation of the Russian Federation) – 822 512 000 rubles.

- investments in the amount of special investment component provided in the tariff (in accordance with the Statute on the Company’s Dividend Policy, profit distribution for the purpose of investment in the amount of targeted investment funds at the expense of profit, as stipulated in the Company’s tariff for the financing of targeted investment projects is a priority and may not be substituted by dividend payments) – 15 179 453 000 rubles (of this amount, the sum of 12 327 454 000 rubles was spent in advance in 2008), with the balance of 2 851 999 000 rubles intended to be channeled into the accumulation fund to finance the 2009 investment program),

- the net profit balance will amount to 448 274 000 rubles.

However, in the conditions of the financial and economic crisis, uncertain power consumption forecasts, the volatility of prices on the market and unstable payments for electric power and capacity, it is proposed not to pay dividends for 2008 and channel 448 274 000 rubles into the accumulation fund. In this case, money from the accumulation fund is intended to be spent by a separate resolution by the Company’s Board of Directors.

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The Board of Directors of JSC RusHydro made the following decision on the issues related to the convocation and preparation of an annual general meeting of shareholders

1. To approve the form and text of a notice of holding an annual General Meeting of the Company’s Shareholders. 

2. To approve the form and text of ballot papers for voting at an annual General Meeting of the Company’s Shareholders.