Remuneration and compensation

Regulations Members Decisions Remuneration and compensation

Payment of Remuneration to members of the Board of Directors

In accordance with paragraph 2 of Article 64 of the Federal Law "On Joint-Stock Companies", the decision on the payment of remuneration to members of the Company's Board of Directors can be made only by the General Meeting of Shareholders or by approving a provision governing the procedure for paying such remuneration or by making a decision on the payment of remuneration by the General Meeting of Shareholders of the Company.

Since June 18, 2026, the Company has the revised Regulation on payment of remuneration and compensation to members of the Board of Directors of Rosseti Centre, PJSC approved by the annual meeting of the General Meeting of Shareholders on June 18, 2026 (Minutes No. 01/26 of June 18, 2026).

Criteria for remuneration to members of the Board of Directors

Type of remuneration	Criteria and conditions of calculation
For participation in the Board of Directors of the Company	Calculation according to the formula: *S (1) = Rbase/4 ×100/130 (n/m), where S (1)* – the amount of quarterly remuneration for participation in a meeting and/or absentee voting of the Board of Directors of the Company; Rbase – the base unit of yearly remuneration determined in an order, established in item 5.4. of Regulation; n – the number of meetings and/or absentee voting of the Board of Directors of the Company (regardless of the method of decision-making) in which a member of the Board of Directors of the Company participated in the reporting quarter; m – the total number of meetings and/or absentee voting of the Board of Directors of the Company (regardless of the method of decision-making) in the reporting quarter.
Rbase is established proceeding from the calculated value, which is determined as the sum of the Company’s revenue and EBITDA in a ratio of 60/40, calculated in accordance with the Company’s RAS for the last completed year preceding the election of the Company’s Board of Directors, and constitutes: over 150 bln RUB = 3 300 000 RUB; over 110 bln RUB = 3 000 000 RUB; over 60 bln RUB = 2 700 000 RUB; over 20 bln RUB = 2 200 000 RUB; less than 20 bln RUB = 1 600 000 RUB.
Surcharges: 30 % from S (1) - to the Chairman of the Board of Directors of the Company; 20 % from S (1) - to the Chairman of a specialized committee of the Company’s Board of Directors; 10 % from S (1) - for membership in a specialized committee of the Company’s Board of Directors. Condition: the general rate of quarterly remuneration taking into account the allowances cannot exceed ¼ of the Rbase.

Type of remuneration

Criteria and conditions of calculation

For participation in the Board of Directors of the Company

Calculation according to the formula:

S (1) = Rbase/4 ×100/130 (n/m), where

S (1) – the amount of quarterly remuneration for participation in a meeting and/or absentee voting of the Board of Directors of the Company;
Rbase – the base unit of yearly remuneration determined in an order, established in item 5.4. of Regulation;
n – the number of meetings and/or absentee voting of the Board of Directors of the Company (regardless of the method of decision-making) in which a member of the Board of Directors of the Company participated in the reporting quarter;
m – the total number of meetings and/or absentee voting of the Board of Directors of the Company (regardless of the method of decision-making) in the reporting quarter.

Rbase is established proceeding from the calculated value, which is determined as the sum of the Company’s revenue and EBITDA in a ratio of 60/40, calculated in accordance with the Company’s RAS for the last completed year preceding the election of the Company’s Board of Directors, and constitutes:

over 150 bln RUB = 3 300 000 RUB;
over 110 bln RUB = 3 000 000 RUB;
over 60 bln RUB = 2 700 000 RUB;
over 20 bln RUB = 2 200 000 RUB;
less than 20 bln RUB = 1 600 000 RUB.

Surcharges:

30 % from S (1) - to the Chairman of the Board of Directors of the Company;
20 % from S (1) - to the Chairman of a specialized committee of the Company’s Board of Directors;
10 % from S (1) - for membership in a specialized committee of the Company’s Board of Directors.

Condition:

the general rate of quarterly remuneration taking into account the allowances cannot exceed ¼ of the Rbase.

Amount of remuneration paid

In 2023-2025 the members of the Board of Directors of Rosseti Centre were remunerated as follows:

Type of remuneration	Amount of remuneration, thous. RUB (with PIT)
Type of remuneration	2023	2024	2025
Remuneration for participation in the work of the governance body	24 098	23 959	15 694
Salary of members of the Board of Directors who are employees of the Company	-	-	-
Bonus	-	-	-
Commissions	-	-	-
Other types of remuneration	-	352	317
Reimbursement of expenses related to the functions of a member of the Board of Directors	-	16	-
Total	24 098	24 327	16 011

General Meetings of the Shareholders

Board of Directors

General Director

Committees of the Board of Directors

Management Board of Rosseti Centre, PJSC

Corporate secretary