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Competency of the Board of Directors

According to clause 15.1, art. 15 of the charter of IDGC of Center and Volga Region, PJSC, the competence of the Board of Directors includes the following issues:

1) determination of the priority directions of the Company's activity, including the approval of the Company's development strategy, the Company's innovative development program and reports on their execution;

2) convocation of the Annual and Extraordinary General Meetings of Shareholders except for the cases provided for by Clause 14.8. of Article 14 of these Articles of Association as well as declaring the date of holding the new General Meeting of Shareholders instead of the meeting deemed invalid due to absence of quorum;

3) approving the agenda of the General Meeting of Shareholders;

4) election of the Secretary of the General Meeting of Shareholders;

5) determination of the date of making the list of persons entitled to participate in the General Meeting of Shareholders of the Company, determining the record date of persons entitled to receive dividends, approval of cost estimate for holding the General Meeting of Shareholders and resolving any other issues related to the arrangement and holding the General Meeting of Shareholders;

6) introduction to the resolution of the General Meeting of Shareholders of the Company of issues provided for by Sub-clauses 2, 5, 7, 8, 12-20 of Clause 10.2 of Article 10 of these Articles of Association, reduction of the Company’s Authorised Capital by reducing the par value of the shares, as well as determining the record date of persons entitled to receive dividends;

7) issue by the Company of additional shares into which preferred shares placed by the Company of a certain type are converted, convertible into common shares or preferred shares of other types, if such a placement is not associated with an increase in the authorized capital of the Company as well as the placement of bonds and other equity securities other than shares; Eurobond issue and determining policy as regards the issue of securities (except for shares) and Eurobonds;

8) approval of a resolution on issue (additional issue) of securities, securities prospectus, securities issue (additional issue) report, and notice of securities issue (additional issue), approval of reports on the results of purchase of shares from the Company’s Shareholders, reports of the results of shares redemption, reports of the results of submitting requests by the Company’s Shareholders regarding repurchase of their shares, adoption of a decision on accepting offers (acceptance) on acquisition of additional shares placed by public subscription after the expiry of the pre-emptive right, in cases determined by the Board of Directors of the Company;

9) determination of the property value (monetary value), placement price or its determination procedure and price of repurchase of equity securities in cases provided for by the Federal Law “On Joint Stock Companies” and on resolving issues specified in Sub-clauses 11, 23, 39 of Clause 15.1 of Article 15 of these Articles of Association;

10) purchase of shares issued by the Company, bonds and other securities in cases provided for by the Federal Law “On Joint Stock Companies” or other federal laws;

11) alienation (sale) of the Company’s shares which became disposable by the Company as a result of their purchase or repurchase from the Company’s Shareholders as well as in other cases provided for by the Federal Law “On Joint Stock Companies”;

12) election of the Company’s General Director and early termination of his/her powers including adopting resolution on early termination of the employment agreement with him/her;

13) determination of total number of members of the Management Board of the Company, election of members of the Management Board of the Company, setting of amount of their remuneration and compensation and early termination of their powers;

14) guidelines to the General Meeting of Shareholders in respect of amount of remuneration and compensation payable to the members of the Internal Audit Commission of the Company as well as determination of the amount of the Auditor’s fee;

15) guidelines regarding the amount of a dividend upon shares and procedure for its payment;

16) approval of the Company’s internal documents regulating the procedure for formation and use of the Company’s funds;

17) taking decisions for use of funds of the Company; approving estimates for the use of special-purpose funds and considering the results of the estimates execution for the use of the special-purpose funds;

18) approving internal documents of the Company except for the internal documents which approval refers to the competence of the General Meeting of Shareholders as well as other internal documents which approval refers to the competence of the executive bodies of the Company;

19) approval of business-plan (adjusted business-plan) and consideration of a quarterly report on performance of business-plan (for the first quarter, half year, nine months, the reporting year);

20) on approval of an investment program including its amendments, and a quarterly report on results of its implementation (for the first quarter, first half, nine months, the reporting year);

21) establishment of branches and representative offices of the Company and their liquidation;

22) adopting resolutions on the Company’s participation in other organisations (on entering operation organisation or establishment of a new organisation including approval of constituent documents) as well as on purchase, alienation and encumbrance of shares or equity interests in the authorised capitals of the organisations in which the Company participates, change of equity interests in the authorised capital of the respective organisation and termination of the Company’s participation in other organisations, with the exception of the decisions on participation provided for in subpara. 18 of para. 10.2 of Article 10 of these Articles of Association;

23) determination of the Company’s credit policy with regard to issue of loans by the Company, entering into facility agreements or loan agreements, issue of guarantees, incurrence of liabilities on bills of exchange (issue of promissory note and bill of exchange), pledge of property and adopting resolutions on making by the Company of specified transactions in cases when the procedure for adopting resolutions in respect of these transactions is not determined by the credit policy of the Company as well as adopting in accordance with the procedure provided for by the credit policy of the Company resolutions on coordination of the Company’s debt position and limits established by the Company’s credit policy;

24) consent to making or further approval of major transactions provided for by Chapter X of the Federal Law “On Joint Stock Companies”;

25) consent to making or further approval of transactions provided for by Chapter XI of the Federal Law “On Joint Stock Companies”;

26) approval of the registrar of the Company and terms and conditions of the agreement with it as well as termination of such agreement;

27) election of the Chairman of the Company’s Board of Directors and early termination of his/her powers;

28) election of the Deputy Chairman of the Company’s Board of Directors and early termination of his/her powers;

29) election of the Company's Corporate Secretary and early termination of its powers;

30) prior approval of the resolutions on making transactions regarding the gratuitous transfer of property (money) of the Company or proprietary interest (claim) to itself or to a third person; transactions connected with discharge from material obligations before itself or a third person; transactions connected with gratuitous rendering services (performing work) by the Company to the third persons in circumstances (in the amounts) determined by a separate resolution of the Company’s Board of Directors and adoption of resolutions on performance of such transactions by the Company when the above mentioned circumstances (amounts) are not determined;

31) adoption of resolution on suspension of powers of the managing company (manager);

32) approval of resolutions on appointment of the Company’s Acting General Director in cases specified by the certain resolutions of the Company’s Board of Directors, as well as holding the General Director disciplinary liable;

33) holding the Company’s General Director and members of the Company’s Management Board disciplinary liable and its encouraging in accordance with the employment laws of the Russian Federation;

34) consideration of the General Director’s reports on the Company’s activity (including on the performance of his/her duties) as well as on implementation of resolutions of the General Meeting of Shareholders and the Company’s Board of Directors;

35) approval of the procedure for interaction of the Company with the organisations in which the Company participates;

36) determination of the position of the Company (the Company’s representatives) including guideline to participate or not to participate in the voting on items on the agenda, on draft resolutions “for”, “against” or “abstained” on the following items on the agenda of the general meetings of shareholders (members) of subsidiaries and dependent companies (hereinafter referred to as SDCs), and meetings of SDC’s boards of directors:

a) on approval of agendas of the general meetings of shareholders (members) of SDC (except for those SDCs, 100 (One hundred) percent of the share capital of which is owned by the Company);

b) on SDC liquidation or reorganisation;

c) on determination of the total number of members of SDC management and supervisory bodies, nomination and election of its members and early termination of their powers, nomination and election of the sole executive body of SDC and early termination of its powers;

d) on determination of the quantity, par value, category (type) of SDC authorised shares and rights granted by these shares;

e) on increase of SDC authorised capital by increasing the par value of the existing shares or by issuing additional shares;

f) on issue of SDC securities convertible into ordinary shares;

g) on splitting and consolidation of SDC shares;

h) consent to making or further approval of major transactions made by SDC;

i) on SDC participation in other organisations (on entering operating organisation or establishment of a new organisation) as well as on purchase, alienation and encumbrance of shares (equity interests) in the authorised capitals of the organisations in which SDC participates, change of equity interests in the authorised capital of the respective organisation;

j) on making by SDC of transactions (including several associated transactions) related to acquisition, alienation (disposal) or possibility of alienation of property being fixed assets, intangible assets, construction in progress aimed to production, transmission, dispatching, distribution of electric and heat energy in cases (to the extent) specified by the procedure for the Company’s interaction with the organisations in which the Company participates approved by the Company’s Board of Directors;

k) on amending SDC’s constituent documents;

l) on procedure for payment of remuneration to the members of SDC’s Board of Directors and Internal Audit Commission;

m) on approval of target values (adjusted values) of key performance indicators of SDCs engaged in transmission, generation or sale of electricity, or the revenue of which is more than 5% of the Company's revenue for the last completed reporting period;

n) on approval of a report of performance of planned values of annual and quarterly key performance indicators of SDCs engaged in transmission, generation or sale of electricity, or the revenue of which is more than 5% of the Company's revenue for the last completed reporting period;

o) on approval of a business-plan (adjusted business-plan) of a SDC, carrying out activities related to transmission, generation or sale of electricity, or whose revenue is more than 5% of the Company's revenue for the last completed reporting period;

p) on consideration of a business plan status report of a SDC for the reporting year, carrying out activities related to transmission, generation or sale of electricity, or whose revenue is more than 5% of the Company's revenue for the last completed reporting period;

q) on approval of profit and loss distribution based on the results of the reporting year;

r) on guidelines regarding the amount of a dividend on shares and procedure for its payment;

s) on payment of (declaring) the dividends under the results of the first quarter, six months, nine months of the reporting year as well as following the results of the reporting year;

t) on consideration of an investment program including its amendments;

u) on approval (consideration) of an investment program status report of a SDC for the reporting year;

v) on reduction of the share capital of SDCs by reducing the nominal value of shares through the acquisition by SDCs of a part of shares in order to reduce their total number, as well as by redemption of acquired or repurchased shares by SDCs;

w) on the definition of credit policy of SDCs in the part of grant of loans, conclusion of credit treaties and loan agreements, issue sureties, the adoption of liabilities on bills (issuing of ordinary and the transferable promissory notes), transfer of property in pledge and the adoption of decisions on the accomplishment by SDCs of specified transactions in cases, when the order of the adoption of decisions on them is not defined the credit policy of SDCs, as well as the adoption in the order stipulated of the credit policy of SDCs, making on bringing the debt position of SDCs into conformity with the limits established by the credit policy of SDCs, about consideration of the report on the credit policy of SDCs, on the approval of credit plan of SDCs, on the approval of the plan of perspective development of SDCs, the adjusted plan of perspective development of SDCs, about consideration of the report on the implementation of the plan of perspective development of SDCs.

37) determination of the position of the Company (the Company’s representatives) on the following items on the agenda of the meetings of SDC’s boards of directors (including guideline to participate or not to participate in the voting on items on the agenda, on draft resolutions “for”, “against” or “abstained”):

a) determination of the position of SDC’s representatives on such items of the agenda of the general meetings of shareholders (members) and meetings of the boards of directors of companies being subsidiaries and dependent companies in respect of SDC as making (approval) of transactions (including several associated transactions) related to acquisition, alienation (disposal) or possibility of alienation of property being fixed assets, intangible assets, construction in progress aimed to production, transmission, dispatching, distribution of electric and heat energy in cases (to the extent) specified by the procedure for the Company’s interaction with the organisations in which the Company participates approved by the Company’s Board of Directors;

b) determination of the position of SDC’s representatives on such items of the agenda of the general meetings of shareholders (members) and meetings of the boards of directors of companies being subsidiaries and dependent companies in respect of SDC carrying out production, transmission, dispatching, distribution of electric and heat energy as reorganisation, liquidation, increase of the authorised capital of such companies by increasing the par value of the existing shares or by issuing additional shares, securities convertible into ordinary shares;

38) preliminary approval of resolutions on making by the Company of:

a) transactions related to the Company’s non-current assets costing over 10 per cent of the Company’s non-current assets balance sheet value assessed on the basis of the data of accounting (financial) statements of the Company as of the last reporting date;

b) transactions (including several associated transactions) related to acquisition, alienation (disposal) or possibility of alienation of property being fixed assets, intangible assets, construction in progress aimed to production, transmission, dispatching, distribution of electric and heat energy in cases (amounts) specified by the certain resolutions of the Company’s Board of Directors, or, if such cases (amounts) have not been defined by the Company’s Board of Directors;

c) transactions (including several associated transactions) related to acquisition, alienation (disposal) or possibility of alienation of property being fixed assets, intangible assets, construction in progress not aimed to production, transmission, dispatching, distribution of electric and heat energy in cases (amounts) specified by the certain resolutions of the Company’s Board of Directors or, if such cases (amounts) have not been defined by the Company’s Board of Directors;

d) transactions for a period of more than 5 years for transferring of real estate, electric grid facilities or receiving for temporary possession and use or for temporary use of real estate for temporary possession and use or for temporary use, in cases (amounts) determined by separate decisions of the Company’s Board of Directors, or if the specified cases (amounts) are not determined by the Company’s Board of Directors.

39) nomination by the Company of nominations to be elected to the position of the sole executive body, other management bodies, supervisory bodies as well as nominations of the Auditor of organisations in which the Company participates carrying out production, transmission, dispatching, distribution and sale of electric and heat energy as well as repair and services rendering;

40) determination of the Company’s policy in the area of insurance coverage, control over provision of insurance coverage of the Company, including approval of the Company’s nominations of Insurers;

41) approval and amending of organisational structure of the Company’s executive bodies;

42) approval of provision on material encouragement of the General Director as well as provision on material encouragement of top managers of the Company; approval of the list of top managers;

43) approval of nominations to separate positions of the executive bodies of the Company determined by the Company’s Board of Directors;

44) preliminary approval of collective agreement, arrangements entered into within the framework of regulation social and labour relations regulating as well as approval of documents related to non-state private pension benefits to the Company’s employees;

45) creation of committees of the Company’s Board of Directors, approval of internal documents that determine their competence and procedure, determination of their quantitative composition, appointment of the chairman and members of the committee and termination of their powers;

46) approval of a nomination of an appraiser (appraisers) for evaluating shares, property and other assets of the Company in cases provided for by the Federal Law “On Joint Stock Companies”, these Articles of Association and separate resolutions of the Company’s Board of Directors;

47) approval of a financial advisor engaged in accordance with the Federal Law “On Securities Market” as well as organisers of securities issue and advisors regarding transactions directly related to raising funds in form of public loans;

48) preliminary approval of transactions which may result in creation of obligations expressed in foreign currency (or obligations which amount is relates to foreign currency), transactions with derivatives, in cases (in the amount) determined by separate resolutions of the Board of Directors as well as if the specified cases (amounts) are not determined by the Company's Board of Directors); determination of the Company’s policy in regard to derivatives;

49) determination of purchase policy of the Company including approving the Regulation on purchase of goods, work and services, as well as approval of a procurement plan and adopting other resolutions in accordance with the documents regulating the Company’s procurement activities;

50) adopting resolution on proposal of the Company’s General Director for granting state rewards;

51) approval of target values (adjusted values) of key performance indicators (KPI) of the Company and completion reports;

52) determination of the Company’s policy aimed to improving reliability of the distribution power grid and other power grid facilities including approval of the Company’s strategy programs on improving liability of power grid, power grid development and its safety;

53) determination of the Company’s housing policy with regard to corporate support of employees, housing improvements expressed by subsidies, recovery of expenses, interest-free loans and adopting resolutions on providing by the Company of specified support in cases when the procedure for its provision is not determined by the housing policy of the Company;

54) filing an application for listing of shares of the Company and (or) securities of the Company convertible into shares of the Company;

55) taking a decision to join the Company to the industry and cross-industry standards, regulations and other documents in the electricity sector in various areas of the Company’s activity, including technical regulation;

56) determination of principles and approaches to the organization of internal audit, the risk management and internal control systems in the Company, including approval of internal documents of the Company determining the policy of the Company in the field of risk management, internal control and internal audit of the Company;

57) assessment of risks, and also establishment of an acceptable value of risks for the Company;

58) organization of carrying out at least 1 time a year of analysis and evaluation of functioning of the risk management and internal control systems, including on the basis of data from reports regularly received from the executive bodies of the company, internal audit and external auditors of the Company;

59) annual consideration of issues on organization, functioning and effectiveness of the risk management and internal control systems in the Company;

60) control and organization of activity of the internal audit, including approval of the provision on the division of internal audit, in case of involvement of an external independent organization for the internal audit - approval of such an organization and conditions of a contract with it, including remuneration; approval of a plan of internal audit activity, the report on performance of the plan of activities of internal audit and budget of the internal audit, preliminary approval of a decision of the sole executive body of the company on the appointment, dismissal (not at the initiative of the employee) of the head of internal audit, application of disciplinary sanctions to him, and also approval of the terms of the employment contract and remuneration of the head of the internal audit, review of results of assessment of the quality of the internal audit function;

61) implementation of control over the conformity of activity of executive bodies of the company to the approved strategy by the Company; hearing of reports of General Director and members of the Company's Management Board on the implementation of the approved strategy by the Company;

62) recommendation to executive bodies of the Company on any matters of the Company’s activities;

63) preliminary approval of one or more interconnected transactions of the Company relating to the acquisition or possible acquisition of options, notes, investment shares of mutual funds and/or bonds worth more than 1 000 000 000 (One billion) rubles;

64) preliminary approval of one or more interconnected transactions of the Company relating to the transfer or possibility of the transfer of property by the Company in trust management worth more than 1 000 000 000 (One billion) rubles;

65) preliminary approval of one or more interconnected transactions of the Company relating to the receipt or possibility of the receipt of bank guarantees by the Company, under which the Company is a principal, in the amount of more than 1 000 000 000 (One billion) rubles, with the exception of bank guarantees provided by the Company to courts as counter-security for claims of the Company;

66) approval of the list of credit institutions in which the Company may place funds;

67) approval of the Company's information policy and consideration of reports on its implementation;

68) approval of the information policy of the Company and consideration of reports on its implementation; prior approval of the agreement on making by the shareholder (shareholders) of the Company non-repayable contributions to the Company's property in monetary or other form that do not increase the authorized capital of the Company and do not change the nominal value of shares (contributions to the Company's assets;

69) on preliminary approval of the agreement on making by the Company non-repayable contributions to the property of the companies in the authorized capital of which the Company participates, in monetary or other form, which do not increase the authorized capital of the specified companies and (or) do not change the nominal value of the shares;

70) other issues referred to the competence of the Board of Directors by the Federal Law “On Joint Stock Companies” and these Articles of Association.