Board of Directors’ Nominating Process and Questionnaire Supplying

Procedures for nominating the candidates to the Board of Directors of the Company

The shareholders (a shareholder) of the Company, who are in aggregate the owners of no less than 2 (two) percent of voting shares of the Company, within the time limit no later than 60 (Sixty) days after the financial year termination shall be entitled to enter the items on the agenda of the annual General meeting of shareholders and nominate the candidates to the Board of Directors and the Auditing Committee of the Company, the number of whom shall not exceed the quantitative composition of the corresponding body.
The proposal on including the items in the agenda of the General meeting of shareholders and the proposal on nominating the candidates shall be made in writing with the name of a shareholder (shareholders) who has/have represented them, the number and category (type) of shares held by them and shall be signed by shareholders (a shareholder).
The proposal on putting the items on the agenda of the General meeting of shareholders shall contain the wording of each proposed item, and the proposal on nominating the candidates – name and data of the document that proves the identity (series and (or) reference number of the document, the date and place of hereof issue, the body issued the document) of each proposed candidate, the name of the body to which it is proposed to elect the candidate.

The Board of Directors of the Company shall be obliged to consider the received proposals and make decisions on entering them on the agenda of the General meeting of shareholders of the Company or on the refusal of putting them on the specified agenda no later than 5 (five) days after the termination of the term specified in itm. 13.1. of the present clause.

The Board of Directors of the Company shall be authorized to refuse to include the items introduced by a shareholder (shareholders) in the agenda of the General meeting of shareholders as well as to include the proposed candidates in the list of candidatures for voting on elections to the corresponding body of the Company according to the grounds stipulated by the Federal law “On Joint-Stock Companies” and other legal acts of the Russian Federation.
Motivated decision of the Board of Directors of the Company about the refusal of putting the issue on the agenda of the General meeting of shareholders of the Company or including the candidate in the list of candidatures for voting on elections to the corresponding body of the Company shall be submitted to a shareholder (shareholders) who has/have placed the item and proposed the candidate no later than 3 (three) days from the moment of hereof adoption.
The Board of Directors of the Company shall not be authorized to make changes in the wordings of items proposed for entering on the agenda of the General meeting of shareholders and (if any) in the wordings of decisions on such items.

Besides the issues proposed for placing on the agenda of the General meeting of shareholders and also in case such proposals have not been made, no candidates have been proposed or the number of candidates proposed by shareholders to set up the corresponding body has not been enough, the Board of Directors of the Company shall be authorized to put the items on the agenda of the General meeting of shareholders or include the candidates in the list of candidatures ad libitum.
Procedures for submitting the issues to the Board of Directors of the Company

In accordance with clause 5 of the Regulations “On the procedure for convening and holding the meetings of the Board of Directors of “ROSSETI South”, PJSC” the plan of operation of the Board of Directors shall be prepared on the basis of proposals of the Chairman and members of the Board of Directors, the Auditing Committee, the General Director of the Company, the Auditor of the Company.
The specified proposals shall be submitted to the Chairman of the Board of Directors in writing and at the same time the copy of proposals shall be sent to the Corporate Secretary via facsimile communication.