Committee for Strategy

STRUCTURE OF THE STRATEGY COMMITTEE

By the decision of the Board of Directors of iDGC of Volga, PJSC as of July 22,2019 (Minutes No. 5 as of July 23, 2019), it was decided to rename the Committee on Strategy and Development under the Board of Directors of IDGC of Volga, PJSC to the Committee on strategy under the Board of Directors of IDGC of Volga, PJSC .

The personal composition of the Committee on Strategy under the Board of Directors of Rossetif Volga, PJSC was approved by the decision of the Board of Directors of Rosseti Volga, PJSC as of August 26, 2022 (Minutes on August 29, 2022 No.2):

1. Polinov Aleksey Aleksandrovich, Chairman of the Committee,Acting Deputy General Director for Economics and Finance of Rosseti, PJSC

2. Gazdanova Marina Altegovna,
Deputy Head of the Department - Head of the Department for the Development of Additional Services and Client Services of PJSC Rosseti.

3. Kaloeva Madina Valerievna,
Director on Corporate management - Head of the Corporate Governance Department, Rosseti, PJSC

4. Korotkova Mariya Vyacheslavna, (independent director)
Director on Development, Technoinnovaciya, LLC

5. Obrezkova Yuliya Gennadievna,
Deputy Head of the Strategy Department of PJSC Rosseti.

6. Puchkova Irina Yurievna,
Deputy General Director for Economics and Finance of PJSC Rosseti Volga.

7. Rozhkov Vasiliy Vladimirovich,
Deputy chief engineer of PJSC Rosseti.

8. Shevschuk Aleksandr Viktorovich,
Executive Director of Professional Investors Association

COMMITTEE FOR STRATEGY AUTHORITIES:

The competence of the Committee shall include the preliminary consideration and analysis of, and the development of recommendations (opinions) on, the following matters of the competence of the Board of Directors of the Company:
1. Determination of priority directions of the Company's activity and development strategy;
2. Submission of the following matters for decision-making at the General Meeting of Stockholders of the Company:
- reorganization of the Company, including approval of merger (joining) agreements;
- increasing the Company's authorized capital through increasing the nominal value of stocks or through allotting additional stocks;
- split and consolidation of stocks in the Company;
- decision-making on the Company allotting bonds convertible into stocks, and other issue securities convertible into stocks;
- decision-making on approval of large-scale transactions in the cases stipulated by Section 79 of the Federal Act "On Joint-Stock Companies";
- decision-making on participation in holding companies, financial and industrial groups, associations and other unions of profit-making organizations.
3. Allotment of bonds and other issue securities by the Company, except for the cases provided for by the Federal Act "On Joint-Stock Companies" and these Rules;
4. Purchase of stocks, bonds and other securities allotted by the Company in the cases stipulated by the Federal Act "On Joint-Stock Companies";
5. Transfer (sale) of stocks in the Company, which have come into the Company's disposal as a result of purchase or repurchase thereof from stockholders of the Company, as well as in other cases stipulated by the laws of the Russian Federation;
6. Approval of the business-plan (corrected business-plan) and of the report on the results of implementation thereof, approval (correction) of the list and values of the Company's control cash flow parameters;
7. Approval of the list of key parameters of efficiency (KPE) and of reports on achievement thereof (quarterly and annual);
8. Participation of the Company in other organizations (joining an operating organization or forming a new one), as well as (subject to the provisions of sub-clause 21 of clause 15.1. of Articles 15 of the Articles of the Company) purchase, transfer and encumbering of stocks and shares in the authorized capitals of organizations in which the Company is interested, changing participatory interests in the authorized capital of a corresponding organization, and termination of participation of the Company in other organizations;
9. Decision-making on the Company effecting one or several interconnected transactions connected with transfer, pledge or other encumbering of stocks and shares in other organizations, which do not carry on generation, transmission, control, distribution and sale of electric and thermal power, repairing and service activity, if the market value of the stocks or shares being the subject of a transaction (as determined pursuant to an independent appraiser's opinion) exceeds 30 million rubles, as well as in other cases (amounts) determined by separate decisions of the Board of Directors of the Company;
10. Approval of large-scale transactions in the cases stipulated by Chapter X of the Federal Act "On Joint-Stock Companies";
11. Determination of the position of the Company (representatives of the Company) (including instructions to take or not to take part in the voting on matters of the agenda, to vote "for", "against" or to abstain from voting) on the following matters of the agenda of general meetings of stockholders (participants) of subsidiaries and affiliates (hereinafter referred to as subsidiaries and affiliates) and meetings of boards of directors of subsidiaries and affiliates:
- reorganization of subsidiaries and affiliates;
- liquidation of subsidiaries and affiliates;
- fixing the quantity, nominal value, category (type) of declared stocks in subsidiaries and affiliates, and the rights conferred upon such stocks;
- increasing the amount of the authorized capital of subsidiaries and affiliates by increasing the nominal value of stocks or by allotting additional stocks;
- allotment of securities of subsidiaries and affiliates, convertible into common stocks;
- split and consolidation of stocks in subsidiaries and affiliates;
- approval of large-scale transactions effected by subsidiaries and affiliates;
- participation of subsidiaries and affiliates in other organizations (joining an existing organization, or foundation of a new one), as well as purchase, transfer and encumbering of stocks and shares in the authorized capitals of organizations, in which subsidiaries and affiliates are interested; changing the share in the authorized capital of an appropriate organization;
- subsidiaries and affiliates effecting transactions (including several interconnected transactions) with property constituting fixed assets, intangible assets, objects of construction in progress, which are intended for generation, transmission, control and distribution of electric and thermal power, in the cases (amounts) determined by the procedure of interactions between the Company and organizations, in which the Company is interested, which procedure shall be approved by the Board of Directors of the Company;
12. Preliminary approval of decisions on the Company's effecting:
- transactions with the Company's long-term assets in the amount exceeding 10 percents of the book value of the Company's long-term assets at the date of decision-making on effecting such transaction;
- transactions (including several interconnected transactions) connected with property with the value of 10 to 25 percents of the book value of the Company's assets at the date of decision-making on effecting such transaction;
- transactions (including several interconnected transactions) connected with property constituting fixed assets, intangible assets, objects of construction in progress, which are not intended for generation, transmission, control and distribution of electric and thermal power, in the cases (amounts) determined by separate decisions of the Board of Directors of the Company;
13. Preliminary approval of transactions, which may result in the arising of obligations expressed in a foreign currency (or of obligations, the value of which is tied with a foreign currency), in the cases and amounts determined by separate decisions of the Board of Directors of the Company, as well as if no such cases (amounts) have been provided for by the Board of Directors of the Company;
14. Analysis of concepts, programs and plans of the Company's strategic development, developed by the management of the Company;
15. Other matters connected with the above-stated matters (except for those referred to the competence of other committees of the Company), and other matters on instructions from the Board of Directors of the Company.

RESOLUTIONS OF THE STRATEGY COMMITTEE

Meeting of the Strategy Committee of the Board of Directors as of 05/05/2023 (Minutes No.197)

Meeting of the Committee for Strategy and Development of the Board of Directors on 16/12/2009 (Minutes No.1)

To Shareholders and Investors