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Joint-Stock Capital

The authorized capital of the Company is 15,164,142,635 (Fifteen billion one hundred sixty four million one hundred forty two thousand six hundred thirty five) rubles 43 kopecks.

The Company has placed ordinary shares with the same par value of 10 (Ten) kopecks each in the amount of 151,641,426,354.30 (One hundred fifty one billion six hundred forty one million four hundred twenty six thousand three hundred fifty four point thirty hundredths) for the total amount at par value 15,164,142,635 (Fifteen billion one hundred sixty four million one hundred forty two thousand six hundred thirty five) rubles 43 kopecks.

Preferred shares were not issued by the Company.

Information about authorized shares:

The Company announces in addition to the outstanding shares 28,918,182,335 (Twenty eight billion nine hundred eighteen million one hundred eighty two thousand three hundred thirty five) ordinary registered shares with a par value of 10 (Ten) kopecks each for a total amount at a par value of 2,891,818,233 (Two billion eight hundred ninety-one million eight hundred eighteen thousand two hundred thirty three) rubles 50 kopecks.

Ordinary registered shares declared by the Company to be placed shall entitle their holders to the rights provided for in clause 6.2 of Company Charter. 

Rights granted by shares of Rosseti South PJSC:

In accordance with Article 6 of the Charter of Rosseti South PJSC:

6.1. A shareholder of the Company is a person who owns shares of the Company on the grounds provided for by the legislation of the Russian Federation and these Articles of Association.

6.2. Each ordinary registered stock of the Company provides the shareholder - its owner with the same amount of rights.

Shareholders owning ordinary registered shares of the Company have the right:

- participate in person or through representatives in the General Meeting of the Company Shareholders with the right to vote on all issues within its competence;

- make proposals on the general meeting agenda in the manner prescribed by the legislation of the Russian Federation and these Articles of Association;

- receive information on the Company activities and review the Company documents in accordance with Article 91 of the Federal Law "On Joint-Stock Companies", other regulatory legal acts and these Articles of Association;

- receive dividends declared by the Company;

- the preemptive acquisition of additional shares and equity securities convertible into shares placed by subscription, in an amount proportional to the number of ordinary shares owned by them, in cases stipulated by the legislation of the Russian Federation;

- in case of liquidation of the Company, receive a part of its property;

- appeal the Company management decisions entailing civil law consequences, in cases and in the manner prescribed by the legislation of the Russian Federation;

- demand compensation for losses incurred by the Company;

- to dispute the transactions made by the Company on the grounds provided for by the Russian Federation legislation, and demand the application of their invalidity consequences, as well as the application of the invalidity consequences of the Company's void transactions;

- to sign between themselves, as well as with the Company's creditors and other third parties, an Agreement on the exercise of corporate rights (Corporate Agreement); to exercise other rights provided for by the legislation of the Russian Federation and this Charter.

Information on persons whose accounts consist of more than 0,1% of the placed shares of the Company, as of March 31, 2023:

Registered person's name	Number of outstanding shares of Rosseti South PJSC owned by a registered person, pcs.	Share of the authorized share capital of the Company owned by a registered person, %
Rosseti PJSC	101, 895, 601, 536	67.2
Limited Liability Company "Depository Corporate Technologies"	25, 730, 843, 051	16.97
Non-banking credit institution Joint Stock Company "National Settlement Depository"	22, 548, 550, 206.30	14,87
Other minority shareholders	1, 466, 431, 561	0.96
including the state	0	0
Total:	151,641,426,354.30	100

Statistical information on persons registered in the Register of shareholders of the Company as of Marche 31, 2023:

Shareholder type	Number of accounts registered in the Register of shareholders of Rosseti South, pcs.	The number of outstanding shares of Rosseti South PJSC, which is the amount of the authorized share capital, pcs.	Share of the Rosseti South PJSC authorized share capital owned by the registered person, %
Owners - individuals	9,147	1, 394, 558, 057	0.92
including: non-residents	40	8,991,915	0.006
Owners - legal entities	92	150, 246, 868, 297.30	99.08
including:
nominee shareholders	3	48 279 443 122,30	31.84
non-residents	10	14,679,891	0.01
state	0	0	0
accounts of unidentified persons	1	5,243,855	0.003
TOTAL	9,239	151,641,426,354.30	100

Rosseti South PJSC has no information about the existence of shares in Rosseti South PJSC exceeding 5%, in addition to those disclosed above.

Rosseti South PJSC has no information about the possibility of acquiring or about the acquisition by certain shareholders of a degree of control disproportionate to their participation in the authorized share capital of the Company, including on the basis of Shareholder Agreements.

Rosseti South PJSC does not have any cross-owned shares.

Memorandum of the controlling shareholder, PJSC Rosseti, on controlled power grid companies

Purpose of ownership and plans for controlled shareholdings

Public Joint-Stock Company Federal Grid Company – Rosseti (PJSC Rosseti) is a public joint-stock company with the state share in the authorised capital of 75.000048%.

In January 2023, PJSC Rosseti became the parent company of the Rosseti Group, which manages the transmission and distribution power grid complexes of the Russian Federation, due to the completion of reorganization in the form of a merger with Public Joint-Stock Company Russian Grids, Joint-Stock Company Far East Energy Management Company - UNEG, Open Joint-Stock Company Tomsk Trunk Grids, and Joint-Stock Company Kuban Trunk Grids.

PJSC Rosseti owns controlling stakes in 14 key electricity distribution companies[1]: PJSC Rosseti Kuban, PJSC Rosseti Lenenergo, PJSC Rosseti Moscow Region, PJSC Rosseti Volga, PJSC ROSSETI North-West, PJSC Rosseti North Caucasus, PJSC Rosseti Siberia, OJSC IDGC of Urals, PJSC Rosseti Center, PJSC Rosseti Center and Volga Region, PJSC Rosseti South, PJSC TRK, JSC Rosseti Tyumen, JSC Rosseti Yantar.

PJSC Rosseti considers these controlled shareholdings to be strategic assets which are not planned to be disposed of.

Key challenges in relation to assets

According to the Rosseti Group's Development Strategy until 2030, approved by the Board of Directors of Rosseti (Minutes No. 388 dated 26.12.2019), PJSC Rosseti's key objective in managing these subsidiaries is to develop the power grid sector on the basis of advanced innovative technologies to meet consumer demand and the social and economic growth of the Russian Federation.

PJSC Rosseti has defined strategic priorities for the development of the Group's companies:

-      ensuring a reliable, high quality and affordable electricity supply and contributing to the energy security of the Russian Federation;

-      ensuring further improvements in the efficiency of the core business, including through digitalisation and innovation;

-      developing new business lines (non-tariff services and consumer services) through digital transformation to ensure the company's resilience to changes in the industry;

-      implementation of the principles of sustainable development.

Principles of Corporate Governance

PJSC Rosseti manages Group companies in accordance with unified corporate standards aimed at ensuring the efficiency of business processes, controlling their quality, and minimising all types of corporate risks.

PJSC Rosseti, as a controlling shareholder, is fully aware of the importance of improving corporate governance in Group companies and strives to ensure openness and transparency of their activities and to implement the recommendations of the Corporate Governance Code in their business practices.

Following best corporate governance practices, PJSC Rosseti annually ensures the presence of independent directors on the Boards of Directors of Rosseti Group companies whose shares are traded in organised markets in a number sufficient to comply with listing rules and corporate governance principles. To ensure the independence and objectivity of the Boards of Directors of Rosseti Group companies, it is planned to maintain the number of independent directors on the Boards of Directors at least at the current level.

PJSC Rosseti's representatives also participate in the annual general meetings of shareholders of the Group's companies in order to build a dialogue with minority shareholders on the company's development prospects.

PJSC Rosseti guarantees compliance with market principles in the conduct of financial and business activities of the Group's companies.

PJSC Rosseti, as a controlling shareholder, supports the initiatives of the Group's companies to protect the rights and interests of minority shareholders.

The Rosseti Group's dividend policy is based on strict observance of shareholders' rights as stipulated by the laws of the Russian Federation and is aimed at increasing the investment attractiveness of the Group's companies whose securities are admitted to organized trading and increasing their market capitalization.

The amount of dividends recommended for payment is set by the Boards of Directors of the Rosseti Group's companies based on financial results, including IFRS consolidated financial statements.

[1] JSC IDGC of Urals provides services under the Rosseti Urals brand.

PJSC TRK provides services under the Rosseti Tomsk brand.