AUDIT COMMISSION

The Audit Commission of the Company is a standing internal control body. The Audit Commission is elected annually by the General Meeting of Shareholders and is responsible for the reliability and objectivity of the results of conducted audits.

The activities of the Audit Commission are governed by the laws of the Russian Federation, the Articles of Association, and the Regulations on the Audit Commission of PJSC Rosseti SouthApproved by the Annual General Meeting of Shareholders on 16 June 2022 (Minutes No. 25), posted on the Company’s website..

The remit of the Audit Commission is defined by Federal Law No. 208-FZ “On Joint Stock Companies” dated 26 December 1995, as well as the Company’s Articles of Association.

According to Article 24.3 of the Company’s Articles of Association, the duties of the Internal Audit Commission include:

Inspection (audit) of the financial, accounting, payment and settlement and other documentation of the Company related to the Company’s financial and economic activities for the compliance with the legislation of the Russian Federation, current Articles of Associations, internal documents of the Company
Verification and analysis of the Company’s financial condition, its solvency, functioning of the internal control system and risk management system, liquidity of assets, equity/borrowed funds ratio, correctness and timeliness of accrual and payment of interest on bonds and income on other securities
Control over the expenditure of the Company’s funds under the approved business plan and budget of the Company
Control over the raising and expenditure of the reserve fund and other special funds of the Company
Verification of the timeliness and correctness of settlement transactions with counterparties and the budget, as well as settlement transactions for remuneration, social insurance, accrual and payment of dividends and other settlement transactions
Control over compliance with the established procedure for writing off debts of insolvent debtors to the Company’s losses; inspection of the Company’s business operations carried out under the concluded contracts
Verification of the compliance with the use of material, labour and financial resources, financial and economic activities of current agreements, rules and standards, approved estimates and other documents regulating the activities of the Company
Control over the safety and use of fixed assets
Inspection of the Company’s cash register and property, efficiency of utilisation of the Company’s assets and other resources, identification of causes of non-productive losses and expenses, identification of reserves for improvement of the Company’s financial condition
Verification of fulfilment of instructions to eliminate violations and deficiencies previously identified by the Company’s Audit Commission
Elaboration of recommendations for the Company’s governance bodies
Other actions (measures) related to the audit of the Company’s financial and economic activities

The Audit Commission of the Company shall have the right, and if serious violations in the financial and economic activities of the Company are detected, shall be obliged to demand the convening of an extraordinary General Meeting of Shareholders of the Company.

In accordance with the Company’s Articles of Association, the Audit Commission consists of five members.

In 2022, the Company had two composition of the Audit Committee from 16 June 2022 to 9 June 2023 and from 9 June 2023 to 31 December 2023. Five meetings of the Audit Commission were held.

Composition of the Audit Committee effective since 9 June 2023

Full name	Information on the members of the Audit Commission
Ulyanov Anton Chairman	Born in 1979. Education: higher. Moscow State Law Academy, major in Jurisprudence. 2004; Institute of Internal Auditors, occupational retraining, consulting auditor, 2021; LLC IVA Training Centre, professional retraining, Internal Auditor, Professional level, 2021; LLC Consulting, Training and Methodological Centre of the Audit Chamber of Russia, professional retraining, head of an independent internal control unit, professional standard “Specialist in Internal Control (Internal Controller). Level 7, 2021. Position and place of employment 2017–2021 – General Prosecutor’s Office of the Russian Federation, Deputy Head of Department – Head of Division. 2021 to 2022 – Public Joint Stock Company Russian Grids, Chief Counsellor, Office of the General Director; Director for Internal Control and Risk Management – Head of the Internal Control and Risk Management Department (part-time). Since 2021 – Public Joint Stock Company Federal Grid Company – Rosseti, Director for Internal Audit – Head of the Internal Audit Department (until 12 October 2022 – Public Joint Stock Company Federal Grid Company of the Unified Energy System). Positions held in the past or currently in the Audit Commission in PJSC Rosseti South and in the governance bodies of other organisations over the past three years 2022–2023 – PJSC Rosseti Centre and Volga Region, PJSC Rosseti Siberia, PJSC Rosseti Volga, PJSC Rosseti Northern Caucasus, and JSC Mobile GTES, member of the Board of Directors. Since 2023 – PJSC Rosseti South, Chairman of the Audit Commission
Tsar’kov Viktor Deputy Chairman	Born in 1977. Education: higher. Moscow Institute of Economics, Management and Law, Economist qualification, major in Finance and Credit, 2005; Russian Academy of Public Administration under the President of the Russian Federation, Manager qualification, major in State and Municipal Management, 2007; Institute of Internal Auditors, Chief Auditor qualification (7th level of qualification), date of issue – 23.11.2023. Position and place of employment Since 2017 – Public Joint Stock Company Federal Grid Company – Rosseti, First Deputy Head of the Department of Internal Audit (until 12 October 2022 – Public Joint Stock Company Federal Grid Company of the Unified Energy System). 2020–2022 – Public Joint Stock Company Russian Grids, First Deputy Head of the Internal Audit Department (part-time). Positions held in the past or currently in the Audit Commission in PJSC Rosseti South and in the governance bodies of other organisations over the past three years 2021–2022 – PJSC Rosseti South, member of the Audit Commission. Since 2022 – PJSC Rosseti South, Deputy Chairman of the Audit Commission
Trishina Svetlana Secretary	Born in 1979. Education: higher. Amur State University, Controlling Manager, Bank Worker”qualification, major in Finance and Credit, 2001; International Academy of Expertise and Appraisal, occupational retraining in Internal Audit and Control in Commercial Organisations, 2018; International Academy of Expertise and Appraisal, advanced training in internal audit, graduation year – 2021; LLC Enterprise Reform Centre, qualification certificate (Order of the Ministry of Labour of the Russian Federation No. 398n). Code E, qualification 7 “management (governance) of the internal audit service”, issue date – 01.12.2021. Position and place of employment Since 2017 – Public Joint-Stock Company Federal Grid Company – Rosseti, Head of the Financial Audit Department; Head of the Financial Audit, Methodology, and Reporting Department; Head of the Subsidiary Corporate Audit and Control Department; Deputy Head of the Internal Audit Department – Head of the Subsidiary Corporate Audit and Control Department of the Internal Audit Department (until 12 October 2022 – Public Joint-Stock Company Federal Grid Company of the Unified Energy System). 2020–2022 – Public Joint Stock Company Russian Grids, Deputy Head of the Internal Audit Department – Head of the Subsidiary Corporate Audit and Control Division of the Internal Audit Department (part-time). Positions held in the past or currently in the Audit Commission in PJSC Rosseti South and in the governance bodies of other organisations over the past three years Since 2021 – PJSC Rosseti South, secretary of the Audit Commission
Kormiltsev Maxim	Born in 1988. Education: higher. Moscow State University, Lawyer qualification, major in Jurisprudence, 2010; Institute of Professional Financial Managers, Internal Auditor qualification, date of issue – 07.10.2019; Institute of Internal Auditors, Chief Auditor qualification (7th level of qualification), date of issue – 10.10.2022. Position and place of employment Since 2016 – Public Joint Stock Company Federal Grid Company – Rosseti, Chief Expert of the Subsidiary Corporate Audit and Control Department of the Internal Audit Department (until 12 October 2022 – Public Joint Stock Company Federal Grid Company of the Unified Energy System). 2020–2022 – Public Joint Stock Company Russian Grids, Chief Expert of the Subsidiary Corporate Audit and Control Division of the Internal Audit Department (part-time). Positions held in the past or currently in the Audit Commission in PJSC Rosseti South and in the governance bodies of other organisations over the past three years Since 2023 – PJSC Rosseti South, member of the Audit Commission
Rogachev Kirill	Born in 1984. Education: higher. Russian State Technological University n.a. K. Tsiolkovsky, major in Economics and Business Management, Economist-Manager qualification, 2006; Moscow Frontier Institute of the Federal Security Service of the Russian Federation, major in Jurisprudence (state-legal profile), Lawyer qualification, 2011; International Academy of Expertise and Appraisal, advanced training in Internal Audit, 2021; LLC Enterprise Reform Centre, qualification certificate (Order of the Ministry of Labour of the Russian Federation No. 398n). Code E, qualification “management (governance) of the internal audit service”, issue date – 01.12.2021. Position and place of employment Since 2010 – Public Joint Stock Company Federal Grid Company – Rosseti, Chief Expert of the Operational Audit Division of the Internal Audit Department, Head of the Operational Audit Division of the Internal Audit Department (until 12 October 2022 – Public Joint Stock Company Federal Grid Company of the Unified Energy System). 2020–2022 – Public Joint Stock Company Russian Grids, Chief Expert of the Operational Audit Division of the Internal Audit Department; Head of the Operational Audit Division of the Internal Audit Department (part-time). Positions held in the past or currently in the Audit Commission in PJSC Rosseti South and in the governance bodies of other organisations over the past three years Since 2023 – PJSC Rosseti South, member of the Audit Commission

Full name

Information on the members of the Audit Commission

Ulyanov Anton

Chairman

Born in 1979.

Education: higher.

Moscow State Law Academy, major in Jurisprudence. 2004;

Institute of Internal Auditors, occupational retraining, consulting auditor, 2021;

LLC IVA Training Centre, professional retraining, Internal Auditor, Professional level, 2021;

LLC Consulting, Training and Methodological Centre of the Audit Chamber of Russia, professional retraining, head of an independent internal control unit, professional standard “Specialist in Internal Control (Internal Controller). Level 7, 2021.

Position and place of employment

2017–2021 – General Prosecutor’s Office of the Russian Federation, Deputy Head of Department – Head of Division.

2021 to 2022 – Public Joint Stock Company Russian Grids, Chief Counsellor, Office of the General Director; Director for Internal Control and Risk Management – Head of the Internal Control and Risk Management Department (part-time).

Since 2021 – Public Joint Stock Company Federal Grid Company – Rosseti, Director for Internal Audit – Head of the Internal Audit Department (until 12 October 2022 – Public Joint Stock Company Federal Grid Company of the Unified Energy System).

Positions held in the past or currently in the Audit Commission in PJSC Rosseti South and in the governance bodies of other organisations over the past three years

2022–2023 – PJSC Rosseti Centre and Volga Region, PJSC Rosseti Siberia, PJSC Rosseti Volga, PJSC Rosseti Northern Caucasus, and JSC Mobile GTES, member of the Board of Directors.

Since 2023 – PJSC Rosseti South, Chairman of the Audit Commission

Tsar’kov Viktor

Deputy Chairman

Born in 1977.

Education: higher.

Moscow Institute of Economics, Management and Law, Economist qualification, major in Finance and Credit, 2005;

Russian Academy of Public Administration under the President of the Russian Federation, Manager qualification, major in State and Municipal Management, 2007;

Institute of Internal Auditors, Chief Auditor qualification (7th level of qualification), date of issue – 23.11.2023.

Position and place of employment

Since 2017 – Public Joint Stock Company Federal Grid Company – Rosseti, First Deputy Head of the Department of Internal Audit (until 12 October 2022 – Public Joint Stock Company Federal Grid Company of the Unified Energy System).

2020–2022 – Public Joint Stock Company Russian Grids, First Deputy Head of the Internal Audit Department (part-time).

Positions held in the past or currently in the Audit Commission in PJSC Rosseti South and in the governance bodies of other organisations over the past three years

2021–2022 – PJSC Rosseti South, member of the Audit Commission.

Since 2022 – PJSC Rosseti South, Deputy Chairman of the Audit Commission

Trishina Svetlana

Secretary

Born in 1979.

Education: higher.

Amur State University, Controlling Manager, Bank Worker”qualification, major in Finance and Credit, 2001;

International Academy of Expertise and Appraisal, occupational retraining in Internal Audit and Control in Commercial Organisations, 2018;

International Academy of Expertise and Appraisal, advanced training in internal audit, graduation year – 2021;

LLC Enterprise Reform Centre, qualification certificate (Order of the Ministry of Labour of the Russian Federation No. 398n). Code E, qualification 7 “management (governance) of the internal audit service”, issue date – 01.12.2021.

Position and place of employment

Since 2017 – Public Joint-Stock Company Federal Grid Company – Rosseti, Head of the Financial Audit Department; Head of the Financial Audit, Methodology, and Reporting Department; Head of the Subsidiary Corporate Audit and Control Department; Deputy Head of the Internal Audit Department – Head of the Subsidiary Corporate Audit and Control Department of the Internal Audit Department (until 12 October 2022 – Public Joint-Stock Company Federal Grid Company of the Unified Energy System).

2020–2022 – Public Joint Stock Company Russian Grids, Deputy Head of the Internal Audit Department – Head of the Subsidiary Corporate Audit and Control Division of the Internal Audit Department (part-time).

Positions held in the past or currently in the Audit Commission in PJSC Rosseti South and in the governance bodies of other organisations over the past three years

Since 2021 – PJSC Rosseti South, secretary of the Audit Commission

Kormiltsev Maxim

Born in 1988.

Education: higher.

Moscow State University, Lawyer qualification, major in Jurisprudence, 2010;

Institute of Professional Financial Managers, Internal Auditor qualification, date of issue – 07.10.2019;

Institute of Internal Auditors, Chief Auditor qualification (7th level of qualification), date of issue – 10.10.2022.

Position and place of employment

Since 2016 – Public Joint Stock Company Federal Grid Company – Rosseti, Chief Expert of the Subsidiary Corporate Audit and Control Department of the Internal Audit Department (until 12 October 2022 – Public Joint Stock Company Federal Grid Company of the Unified Energy System).

2020–2022 – Public Joint Stock Company Russian Grids, Chief Expert of the Subsidiary Corporate Audit and Control Division of the Internal Audit Department (part-time).

Positions held in the past or currently in the Audit Commission in PJSC Rosseti South and in the governance bodies of other organisations over the past three years

Since 2023 – PJSC Rosseti South, member of the Audit Commission

Rogachev Kirill

Born in 1984.

Education: higher.

Russian State Technological University n.a. K. Tsiolkovsky, major in Economics and Business Management, Economist-Manager qualification, 2006;

Moscow Frontier Institute of the Federal Security Service of the Russian Federation, major in Jurisprudence (state-legal profile), Lawyer qualification, 2011;

International Academy of Expertise and Appraisal, advanced training in Internal Audit, 2021;

LLC Enterprise Reform Centre, qualification certificate (Order of the Ministry of Labour of the Russian Federation No. 398n). Code E, qualification “management (governance) of the internal audit service”, issue date – 01.12.2021.

Position and place of employment

Since 2010 – Public Joint Stock Company Federal Grid Company – Rosseti, Chief Expert of the Operational Audit Division of the Internal Audit Department, Head of the Operational Audit Division of the Internal Audit Department (until 12 October 2022 – Public Joint Stock Company Federal Grid Company of the Unified Energy System).

2020–2022 – Public Joint Stock Company Russian Grids, Chief Expert of the Operational Audit Division of the Internal Audit Department; Head of the Operational Audit Division of the Internal Audit Department (part-time).

Positions held in the past or currently in the Audit Commission in PJSC Rosseti South and in the governance bodies of other organisations over the past three years

Since 2023 – PJSC Rosseti South, member of the Audit Commission

Composition of the Audit Commission effective until 9 June 2023

Full name	Position at the time of election
Kovaleva Svetlana	Director for Internal Audit – Head of the Internal Audit Department of PJSC Rosseti
Tsar’kov Viktor	First Deputy Head of the Internal Audit Department of PJSC Rosseti
Trishina Svetlana	Deputy Head of the Internal Audit Department – Head of the Subsidiary Corporate Audit and Control Division of the Internal Audit Department of PJSC Rosseti
Andriasova Gayane	Deputy Head of the Subsidiary Corporate Audit and Control Division of the Internal Audit Department of PJSC Rosseti
Kirillov Artyom	Chief Expert of the Internal Control and Risk Management Systems Division of the Internal Control and Risk Management Department of PJSC Rosseti

CVs of the members of the Company’s Audit Commission elected by the Annual General Meeting of Shareholders of PJSC Rosseti South on 16 June 2022 (Minutes No. 25 dated 16 June 2022) are disclosed in the Company’s Annual Report for 2022 at the following link:

https://rosseti-yug.ru/aktsioneru-investoru/godovoy-otchet-za-2022-god/

Results of the work of the Audit Commission

The tasks of the Audit Commission are defined in clause 2.2 of the Regulations on the Audit Commission of Public Joint Stock Company Rosseti South approved by the decision of the Annual General Meeting of Shareholders on 16 June 2022 (Minutes No. 25 dated 16 June 2022), and include:
To control over the Company’s financial and business activities
To carry out an independent assessment of reliability of data contained in the Company’s annual report, annual accounting (financial) statements of the Company
To confirm the reliability of the data contained in the Company’s report on related-party transactions Based on the resolutions adopted by the Audit Commission in the reporting year, the Company’s financial and business activities for 2022 were subject to an auditing.

Key issues reviewed by the Audit Commission

Area of responsibility	Action taken	Outcome
Control over financial and economic activities, elimination of identified deficiencies based on the findings of inspections	An audit of financial and economic activities for 2022 was carried out	Some violations and deficiencies were recorded, which were eliminated through corrective actions
Assessment of reliability of the data in the Annual Report and annual accounting (financial) statements	Annual Report and annual accounting (financial) statements of the Company for 2022 were reviewed	No misstatements of data that could materially affect the said statements were identified
Reporting on violations of the procedure for keeping accounting records, presenting financial statements, and the procedure for carrying out financial and economic activities	The issues of organisation and maintenance of accounting records, preparation of accounting (financial) statements were reviewed	No errors and misstatements that had a significant impact on the reliability of the accounting (financial) statements as of 31 December 2022 were identified
Control over the legitimacy of financial and business transactions	The related-party transactions report for 2022 was reviewed	No law violations were identified

The Audit Commission approved the conclusion (Minutes No. 3 dated 25 April 2023), which expresses an opinion on the reliability of data in all material respects contained in the Annual Report for 2022 and in the annual accounting (financial) statements of the Company for 2022. No facts of misrepresentation of the information contained in the report on the related-party transactions concluded in 2022 were revealed. Without changing its opinion on the reliability of the financial statements, the Audit Commission noted that the Company’s net asset value as of 31 December 2022 is lower than the established minimum amount of the authorised capital.

The said Opinion was included in the materials provided to the Company’s shareholders in preparation for the Annual General Meeting of Shareholders of the Company in 2023.

The members of the new Audit Commission elected the Chairman, Deputy Chairman, Secretary of the Commission and approved the Work Plan for the 2023/2024 corporate year.

Information on the Audit Commission is available on the Company’s website:

https://rosseti-yug.ru/korporativnoe-upravlenie/revizionnaya-komissiya/