COMMITTEES UNDER THE BOARD OF DIRECTORS

In accordance with the Company’s Articles of Association, five dedicated committees were established by resolution of the Board of Directors for preliminary consideration of issues within the Board purview, as well as development of necessary recommendations to the Board of Directors and executive bodies of the Company.

Audit committee	Personnel and remuneration committee	Strategy committee	Reliability committee	Grid connection committee
Information on establishment
Resolution of the Board of Directors of the Company dated 01.12.2009 (Minutes No. 37/2009 dated 04.12.2009)	Resolution of the Board of Directors of the Company dated 01.12.2009 (Minutes No. 37/2009 dated 04.12.2009)	Resolution of the Board of Directors of the Company dated 01.12.2009 (Minutes No. 37/2009 dated 04.12.2009)	Resolution of the Board of Directors of the Company dated 01.12.2009 (Minutes No. 37/2009 dated 04.12.2009)	Resolution of the Board of Directors of the Company dated 27.02.2009 (Minutes No. 23/2009 dated 02.03.2009)

The Committees are accountable to the Board of Directors of the Company. To fulfil the recommendations of the Code of Corporate Governance of the Bank of Russia, the Chairmen of the Committees submit annual progress reports to the Board of Directors. The progress reports of the committees of the Company’s Board of Directors for the 2022/2023 corporate year were reviewed by the Board of Directors on 8 June 2023 (Minutes No. 526/2023 dated 9 June 2023). Committee reports for the 2023/2024 corporate year will be presented to the Company’s Board of Directors in the second quarter of 2024.

Statistical data on meetings and issues addressed in 2023

AUDIT COMMITTEE

The Committee’s operations are governed by the Regulations on the Audit Committee of the Board of Directors of PJSC Rosseti South Approved by resolution of the Board of Directors of the Company on 11 March 2016 (Minutes No. 180/2016 dated 14 March 2016), subject to amendments approved on 2 November 2016 (Minutes No. 206/2016 dated 7 November 2016), 10 October 2022 (Minutes No. 499/2022 dated 13 October 2022). .

The Goal of the Committee is to assist in effective excising of functions of the Board of Directors related to preliminary consideration of issues related to control of the financial and economic activities of the Company.

Principles of formation and term of office of the Committee members

Quantitatively, the Committee shall consist of at least three members.
The members of the Committee are to be elected by the Board of Directors of the Company from among the candidates nominated by the members of the Board of Directors of the Company.
When nominating a candidate to the Audit Committee for the next reporting period, his/her participation in the Committee meetings in the previous reporting period shall be taken into account.
The members of the Committee are to be elected for a term until the next Committee is elected.
The term of office of any member of the Committee may be terminated early.

Personal composition and information on participation in 2023

Full name	PositionThe position is as of the date of election.	Participation	Participation, %
Membership effective from 01.01.2023 to 01.08.2023, elected by the resolution of the Board of Directors on 29.08.2022 (Minutes No. 494/2022 dated 30.08.2022)
Total number of meetings held – 11, of which: 3 – in person (joint attendance), 8 – in absentee
Korotkova Maria Chairman of the Committee Independent Director	Development Director, LLC Technoinnovation, member of the Board of Directors of PJSC Rosseti South	11/11	100
Kazakov Alexander Independent Director	Member of the Board of Directors of PJSC Rosseti South	11/11	100
Nikitchanova Ekaterina Independent Director	Deputy Director – Head of the Centre of Expertise of NPP RID, member of the Board of Directors of PJSC Rosseti South	11/11	100
Composition effective from 02.08.2023 to 31.12.2023, elected by decision of the Board of Directors dated 02.08.2023 (Minutes No. 537/2023 dated 03.08.2023)
Total number of meetings held – 5, of which: 2 – in person (joint attendance), 3 – in absentee
Korotkova Maria Chairman of the Committee Independent Director	Development Director, LLC Technoinnovation, member of the Board of Directors of PJSC Rosseti South	5/5	100
Kazakov Alexander Independent Director	Member of the Board of Directors of PJSC Rosseti South	5/5	100
Ulyanov Anton	Director for Internal Audit – Head of the Internal Audit Department of PJSC Rosseti	5/5	100

The committee during 2023 consisted of:

from 1 January 2023 to 1 August 2023 solely from independent directors who are members of the Board of Directors of the Company and was chaired by an independent director
from 2 August 2023 to 31 December 2023, two of the three elected members were independent directors and at the same time members of the Board of Directors of the Company, chaired by an independent director

In doing so, the Company shall endeavour to ensure that all or at least a majority of the members of the Committee are independent directors.

Activities in 2023

Statistical data on meetings for 2021–2023

Analysis of the 2023/2022 changes

Meetings/issues	2022, ea	2023, ea	Changes 2022/2023, ea	Changes 2022/2023, %
In person	5	5	0	0
In absentia	10	11	+1	10
Total meetings	15	16	+1	6.6
Total issues	41	47	+6	14.63

In 2023, the Committee issued 20 recommendations to the Company’s Board of Directors. The recommendations issued to the Board of Directors based on the Committee’s work in 2023 enabled the improvement of financial reporting and audit practices, which is in the interests of the Company’s shareholders.

PERSONNEL AND REMUNERATION COMMITTEE

The Committee’s activities are regulated by the Regulations on the Personnel and Remuneration Committee of the Board of Directors of the Company Approved by the decision of the Board of Directors of the Company on 31 July 2014 (Minutes No. 140/2014 dated 4 August 2014). .

The main purpose of the Committee is to ensure efficient work of the Board of Directors of the Company in resolving issues within its purview and to develop necessary recommendations to the Board of Directors and executive bodies of the Company.

Principles of formation and term of office of the Committee members

Quantitatively, the Committee’s membership shall be determined by resolution of the Board of Directors of the Company and shall consist of at least three members.
The members of the Committee are to be elected by the Board of Directors of the Company from among the candidates nominated by the members of the Board of Directors of the Company.
Committee members are elected for a term until the first meeting of the newly elected Board of Directors.
The powers of any member of the Committee may be early terminated by resolution of the Board of Directors of the Company.

Personal composition and information on participation in 2023

Full name	PositionThe position is as of the date of election.	Participation	Participation, %
Membership effective from 01.01.2023 to 20.06.2023, elected by decision of the Board of Directors on 19.07.2022 (Minutes No. 491/2022 dated 20.07.2022)
Total number of meetings held – 7 in absentia
Kuznetsova JuliaPursuant to the decision of the Board of Directors of PJSC Rosseti South on 7 June 2023 (Minutes No. 525/2023 dated 8 June 2023), her powers were early terminated and she was excluded from the Personnel and Remuneration Committee., Chairman of the Committee	Acting Deputy General Director for Personnel Management of PJSC Rosseti	7/7	100
Zarkhin Vitaliy Independent Director	Member of the Board of Directors of PJSC Rosseti South	7/7	100
Erpsher Natalia	Head of the Personnel Training Centre of PJSC Rosseti	7/7	100
Borisova DariaPursuant to the decision of the Board of Directors of PJSC Rosseti South on 7 June 2023 (Minutes No. 525/2023 dated 8 June 2023), she was elected a member and Chairman of the Personnel and Remuneration Committee., Chairman of the Committee	HR Director of PJSC Rosseti	–	–
Membership effective from 14.08.2023 to 31.12.2023, elected by decision of the Board of Directors on 14.08.2023 (Minutes No. 538/2023 dated 15.08.2023)
Total number of meetings held – 6, of which: 1 – in the form of joint attendance (in person), 5 – in absentee form
Borisova Daria, Chairman of the Committee	Director for HR Management, PJSC Rosseti	6/6	100
Nikitchanova Ekaterina Independent Director	Deputy Director – Head of the Centre of Expertise of Non-Profit Partnership Russian Institute of Directors, member of the Board of Directors of PJSC Rosseti South	6/6	100
Suvorovskiy Konstantin	Head of the Remuneration, Organisational Design and Personnel Administration Department at PJSC Rosseti	6/6	100

Activities in 2023

Analysis of the 2023/2022 changes

Meetings/issues	2022, ea	2023, ea	Changes 2022/2023, ea	Changes 2022/2023, %
In person	1	1	0	0
In absentia	9	12	+3	33.33
Total meetings	10	13	+3	30
Total issues	17	30	+13	76.47

The increase in the number of issues reviewed in the reporting period is attributable to the Committee’s review of the performance of the Deputy General Directors due to the expiration of their terms of office.

In the reporting period, the Committee issued 15 recommendations to the Board of Directors.

There was particular emphasis on:

Formation of the Company’s governance bodies
Selection and evaluation of persons to be appointed to certain positions in the Company’s executive office and provision of recommendations to the Company’s Board of Directors
Review of the performance results of the Deputy General Directors and issuance of relevant recommendations to the Company’s General Director
Preliminary assessment of the candidates included in the list of candidates for election to the Board of Directors of PJSC Rosseti South for the 2023/2024 corporate year

At the Committee’s meeting in the form of joint attendance (in presentia), the updated compositions of the Company’s management talent pool and youth talent pool were carefully reviewed and approved.

STRATEGY COMMITTEE

The Committee’s activities are regulated by the Regulations on the Strategy Committee Approved by resolution of the Board of Directors of the Company on 25 July 2019 (Minutes No. 327/2019 dated 29 July 2019). of the Board of Directors of the Company.

The main task of the Committee is to develop and submit recommendations to the Board of Directors of the Company regarding the scope of activities of the Board of Directors that fall within the remit of the Committee, in particular strategic development and priority areas of activities, innovative development, organisation of business processes, business planning, dividend policy, risk management, assessment of the performance of the Company and its subsidiaries, as well as other tasks and areas defined by the Corporate Governance Code of the Bank of Russia.

Principles of formation and term of office of the Committee members

The quantitative composition of the Committee shall be determined by resolution of the Board of Directors of the Company and may not be less than 5 (five) or more than 11 (eleven) persons.
The members of the Committee are to be elected by the Board of Directors of the Company from among the candidates nominated by the members of the Board of Directors of the Company.
The members of the Committee are to be elected for a term until the next Committee is elected.
The powers of any member of the Committee may be early terminated by resolution of the Board of Directors of the Company.

Personal composition and information on participation in 2023

Full name	PositionThe position is as of the date of election.	Participation	Participation, %
Membership effective from 31.08.2022 to 10.09.2023, elected by decision of the Board of Directors on 31.08.2022 (Minutes No. 495/2022 dated 01.09.2022)
Total number of meetings held – 16 in absentia
Polinov Alexey	Acting Deputy General Director for Economics and Finance of PJSC Rosseti, member of the Board of Directors of PJSC Rosseti SouthMember of the Board of Directors of PJSC Rosseti South until 9 June 2023.	16/16	100
Zarkhin Vitaliy Independent Director	Member of the Board of Directors of PJSC Rosseti South	16/16	100
Iordanidi Kirill	Deputy General Director for Economics and Finance of PJSC Rosseti South, member of the Board of Directors of PJSC Rosseti South	16/16	100
Kaloeva Madina	Director for Corporate Governance – Head of the Corporate Governance Department of PJSC Rosseti	16/16	100
Korotkova Maria Independent Director	Development Director, LLC Technoinnovation, member of the Board of Directors of PJSC Rosseti South	16/16	100
Korneev Alexander	Head of the Department for Grid Connection and Infrastructure Development of PJSC Rosseti	16/16	100
Krainskiy Daniil	Deputy General Director for Legal Support of PJSC Rosseti, Chairman of the Board of Directors of PJSC Rosseti South	16/16	100
Leschevskaya Julia	Acting Deputy General Director for Corporate Governance of PJSC Rosseti	16/16	100
Tulba Andrey	Director for Economics and Finance – Head of the Economic Planning and Tariff Setting Department of PJSC Rosseti	16/16	100
Membership effective from 11.09.2023 to 31.12.2023, elected by decision of the Board of Directors on 11.09.2023 (Minutes No. 542/2023 dated 12.09.2023)
Total number of meetings held – 10, of which 11 were held in absentia and 1 – in the form of joint attendance (in presentia)
Polinov Alexey	Deputy General Director for Economics and Finance of PJSC Rosseti	10/10	100
Leschevskaya Julia	Deputy General Director for Corporate Governance of PJSC Rosseti	10/10	100
Korneev Alexander	Head of the Department for Grid Connection and Infrastructure Development of PJSC Rosseti South	10/10	100
Korotkova Maria Independent Director	Development Director of LLC Technoinnovation	10/10	100
Kaloeva Madina	Director for Corporate Governance – Head of the Corporate Governance Department of PJSC Rosseti	10/10	100
Iordanidi Kirill	Deputy General Director for Economics and Finance of PJSC Rosseti South, member of the Board of Directors of PJSC Rosseti South	10/10	100
Krainskiy Daniil	Deputy General Director for Legal Support of PJSC Rosseti, Chairman of the Board of Directors of PJSC Rosseti South	10/10	100
Tulba Andrey	Director for Economics – Head of the Economics Department of PJSC Rosseti	10/10	100
Zarkhin Vitaliy Independent Director	Member of the Board of Directors of PJSC Rosseti South	10/10	100

Activities in 2023

Analysis of the 2023/2022 changes

Meetings/issues	2022, ea	2023, ea	Changes 2022/2023, ea	Changes 2022/2023, %
In person	1	1	0	0
In absentia	28	25	–3	–10.71
Total meetings	29	26	–3	–10.34
Total issues	56	59	+3	5.36

In the reporting period, the Committee issued 56 recommendations to the Company’s Board of Directors, including in the area of strategic development and priority activities, business planning, investment activities, performance evaluation (KPIs), and risk management.

RELIABILITY COMMITTEE

The Committee’s activities are regulated by the Regulations on the Reliability Committee Approved by resolution of the Company’s Board of Directors on 19 July 2017 (Minutes No. 240/2017 dated 24 July 2017). of the Board of Directors of the Company.

The main task of the Committee is to develop and submit recommendations to the Company’s Board of Directors related to the analysis of production activities, assessment of the quality of planning and analysis of energy facilities renovation activities, activities of the Company’s technical services, as well as preliminary consideration of proposals to reorganise the Company’s management system (change in the number of management levels, creation/liquidation/re-grouping of production departments, power grid regions).

Principles of formation and term of office of the Committee members

Quantitatively, the Committee’s membership shall be determined by resolution of the Board of Directors of the Company and shall consist of at least seven members.
The members of the Committee are to be elected by the Board of Directors of the Company from among the candidates nominated by the members of the Board of Directors of the Company.
Committee members are elected for a term until the first meeting of the newly elected Board of Directors.
The powers of any member or all members of the Committee may be early terminated by resolution of the Board of Directors of the Company.

Personal composition and information on participation in 2023

Full name	PositionThe position is as of the date of election.	Participation	Participation, %
Membership effective from 29.07.2022 to 20.06.2023, elected by decision of the Board of Directors on 29.07.2022 (Minutes No. 492/2022 dated 29.07.2022)
Total number of meetings held – 8, of which 1 – in the form of joint attendance (in presentia), 7 – in absentia
Ukolov Vladimir Chairman of the Committee	Head of Situation Analysis Centre of PJSC Rosseti	8/8	100
Goncharov Pavel	First Deputy Director General – Chief Engineer of PJSC Rosseti South, member of the Management Board of PJSC Rosseti South	8/8	100
Zarkhin Vitaliy Independent Director	Member of the Board of Directors of PJSC Rosseti South	8/8	100
Iordanidi Kirill	Deputy General Director for Economics and Finance at PJSC Rosseti South, member of the Management Board of PJSC Rosseti South	8/8	100
Pilyugin Alexander	Deputy Director of Centre for Technical Supervision – branch of PJSC Rosseti	8/8	100
Membership effective from 14.08.2023 to 31.12.2023, elected by decision of the Board of Directors on 14.08.2023 (Minutes No. 538/2023 dated 15.08.2023)
Total number of meetings held – 6, of which 1 – in the form of joint attendance (in presentia), 5 – in absentia
Ukolov Vladimir Chairman of the Committee	Deputy Chief Engineer – Chief Dispatcher of PJSC Rosseti	6/6	100
Goncharov Pavel	First Deputy Director General – Chief Engineer of PJSC Rosseti South, member of the Management Board of PJSC Rosseti South	6/6	100
Zarkhin Vitaliy Independent Director	Member of the Board of Directors of PJSC Rosseti South	6/6	100
Iordanidi Kirill	Deputy General Director for Economics and Finance of PJSC Rosseti South, member of the Board of Directors of PJSC Rosseti South	6/6	100
Pilyugin Alexander	Deputy General Director of PJSC Rosseti's branch – Technical Supervision Centre	6/6	100

Activities in 2023

Analysis of the 2023/2022 changes

Meetings/issues	2022, ea	2023, ea	Changes 2022/2023, ea	Changes 2022/2023, %
In person	1	2	+1	+100
In absentia	10	12	+2	+20
Total meetings	11	14	+3	+27.27
Total issues	23	25	+2	+8.7

In 2023, the Committee issued 10 recommendations to the Company’s Board of Directors.

In the reporting period, special attention was paid to the passing of the autumn-winter period of 2022–2023, preparation for work in the thunderstorm and fire-prone periods of 2023, as well as the enforcement of instructions issued by supervisory authorities and measures defined by acts of investigation of mass violations that occurred in 2023. These issues were scrutinised during the Committee’s in-person meetings and recommendations were made to the Company’s management.

GRID CONNECTION COMMITTEE

The Committee’s activities are governed by the Regulations on the Grid Connection Committee Approved by the decision of the Board of Directors of the Company on 31 January 2020 (Minutes No. 355/2020 dated 31 January 2020). of the Board of Directors of PJSC Rosseti South.

The main purpose of the Committee is to ensure openness of activities and non-discriminatory access to services on connection of consumers to the Company’s power grids and to increase the efficiency of the Company’s activities in the provision of additional (non-tariff) services and to ensure profitability of additional (non-tariff) services of the Company.

Principles of formation and term of office of the Committee members

Quantitatively, the Committee’s membership shall be determined by resolution of the Board of Directors of the Company and shall consist of at least five members.
The members of the Committee are to be elected by the Board of Directors of the Company from among the candidates nominated by the members of the Board of Directors of the Company.
The members of the Committee shall be elected in accordance with the terms of these Regulations for a period until the next Committee is elected.
The powers of any member of the Committee may be early terminated by resolution of the Board of Directors of the Company.

Personal composition and information on participation in 2023

Full name	PositionThe position is as of the date of election.	Participation	Participation, %
Membership effective from 31.08.2022 to 13.08.2023, elected by decision of the Board of Directors on 31.08.2022 (Minutes No. 495/2022 dated 01.09.2022)
Total number of meetings held – 4 in absentia
Molsky Alexey Chairman of the Committee	Deputy General Director for Investments, Capital Construction and Sales of Services of PJSC Rosseti	4/4	100
Gazdanova Marina	Deputy Head of the Department for Grid Connection and Infrastructure Development – Head of the Department for Development of Additional Services and Customer Services of PJSC Rosseti	4/4	100
Zhuravlev Dmitriy	Deputy General Director for Development and Power Grid Connection at PJSC Rosseti South	4/4	100
Kalashnikov Nikita	Deputy General Director for Investments and Capital Construction of PJSC Rosseti South	4/4	100
Klinkov Oleg	Director for Customer Relations – Head of the Technological Development Department of PJSC Rosseti, member of the Board of Directors of PJSC Rosseti South	4/4	100
Membership effective from 14.08.2023 to 31.12.2023, elected by decision of the Board of Directors on 14.08.2023 (Minutes No. 538/2023 dated 15.08.2023)
Total number of meetings held – 5, of which 2 – in the form of joint attendance (in presentia), 3 – in absentia
Molsky Alexey Chairman of the Committee	Deputy General Director for Investments and Capital Construction of PJSC Rosseti	5/5	100
Gazdanova Marina	Deputy Head of the Department for Grid Connection and Infrastructure Development – Head of the Department for Development of Additional Services and Customer Services of PJSC Rosseti	5/5	100
Zhuravlev Dmitriy	Deputy General Director for Development and Power Grid Connection at PJSC Rosseti South	5/5	100
Kalashnikov Nikita	Deputy General Director for Investments and Capital Construction of PJSC Rosseti South	5/5	100
Klinkov Oleg	Director for Customer Relations – Head of the Technological Development Department of PJSC Rosseti, member of the Board of Directors of PJSC Rosseti South	4/5	80

Activities in 2023

Analysis of the 2023/2022 changes

Meetings/issues	2022, ea	2023, ea	Changes 2022/2023, ea	Changes 2022/2023, %
In person	1	2	+1	+100
In absentia	11	7	–4	–36.36
Total meetings	12	9	–3	–25
Total issues	16	15	–1	–6.25

In the reporting period, the Committee issued 10 recommendations to the Board of Directors.

In the reporting period, particular attention was paid to updating and implementing the Roadmap for the Development of Additional (Non-Tariff) Services of Rosseti South, as well as analysing the current situation in Rosseti South’s activities related to grid connection. These issues were reviewed at in-person meetings of the Committee, and the Company’s management was given appropriate recommendations and instructions.