4.5 Board of Directors Committees

Guided by:

• The Regulations on the Board of Directors’ Audit Committee ^[52];
• The Regulations on the Remunerations and Compensations due to the Board of Directors’ Audit Committee ^[53].

Primary Objectives:

• Review of Company’s accounting (financial) statements and supervision over statements preparation process;
• Supervision of reliability and efficiency of the systems of internal control and risk management and corporate governance practices;
• Supervision of external audit and auditor selection;
• Fostering of independence and impartiality of internal audit;
• Supervision of efficiency of the system combating unfair practices of Company’s employees and third parties.

Compositions of the Committee and members’ attendance are as follows:

Two independent directors with an expertise in the preparation, analysis, evaluation and audit of financial statements serves on the Committee:

• R.A. Dmitrik, OOOLimited Liability Company ESIH’ General Director (Committee Chair);
• A.V. Shevchuk, Association of Professional Investors’ Executive Director.

Committee’s 2023 progress report:

During the reported period the Committee conducted

22 meetings

18 in-absentia meetings

4 in-presentia meetings (VC),

Agenda items examined: 39

Issues examined during 2023

Guided by:

• The Regulations on the Board of Directors’ Personnel and Remunerations Committee ^[54]
• The Regulations on the Remunerations and Compensations due to the Board of Directors’ Personnel and Remunerations Committee ^[53]

Primary Objectives:

• Preparation of recommendations regarding remunerations due to the Company’s Board of Directors.
• Elaboration of principles and criteria used to define remunerations due to the Board of Directors, members of the collegiate executive body and person performing functions of the sole executive body of the Company, including management firm or director.
• Generation of proposals used to define essence of the contracts concluded with the Board of Directors, members of the collegiate executive body and person performing functions of the sole executive body of the Company.
• Identification of criteria used to select nominees to the Board of Directors, members of the collegiate executive body and person performing functions of the sole executive body of the Company as well as preliminary evaluation of the nominees.
• Regular evaluation of the person performing functions of the sole executive body (management firm or director) and members of the collegiate executive bodies, and generation of reappointment proposals for the Board of Directors

Compositions of the Committee and members’ attendance are as follows:

Committee’s 2023 progress report:

During the reported period the Committee conducted

13 meetings

13 in-absentia meetings

Agenda items examined: 19

Issues examined during 2023

Guided by:

• The Regulations on the Board of Directors’ Strategy Committee ^[54];
• The Regulations on the Remunerations and Compensations due to the Board of Directors’ Strategy Committee ^[53].

The Committee’s goal shall be to prepare and give recommendations (opinions) to the Board of Directors regarding Board of Directors’ fields of concern, falling under the Committee’s purview, namely: strategic development and business priorities, innovation-driven development, administration of business processes, business planning, dividend policy, risk management, evaluation of performance efficiency of the Company and its associates.

Compositions of the Committee and members’ attendance are as follows:

Committee’s 2023 progress report:

During the reported period the Committee conducted

18 meetings

18 in-absentia meetings

Agenda items examined: 29

Issues examined during 2023

Guided by:

• The Regulations on the Board of Directors’ Reliability Committee ^[55];
• The Regulations on the Remunerations and Compensations due to the Board of Directors’ Reliability Committee ^[53].

Primary Objectives:

1. Evaluation of production programs, plans for technical revamp, refurbishment, greenfield construction and facilities maintenance, their analysis in terms of compliance with reliability of operations and technical status of electric networks;
2. Evaluation whether follow-up measures from post-incident investigations are in-depth and consistent with the rules for investigation of power sector incidents ^[56], as well as oversight of their execution;
3. Expertise of quality of incident investigations;
4. Expertise of Company’s incident-prevention activities (emergency preparedness, arrangement of recovery works on grid facilities);
5. Expertise of programs focusing on mitigation and prevention of injury risks among personnel and outsiders as well as in oversight of their execution;
6. Oversight and evaluation of activities of Company’s engineering teams in terms of operation reliability and safety;
7. Expertise of Company’s internal technical control system;
8. Expertise of Company’s labor protection management system;
9. Expertise of ecology policy program;
10. Expertise of fire and industrial safety systems.

Compositions of the Committee and members’ attendance are as follows:

Committee’s 2023 progress report:

During the reported period the Committee conducted

5 meetings

4 in-absentia meetings

1 in-presentia meeting (VC),

Agenda items examined: 12

Issues examined during 2023

Guided by:

• The Regulations on the Board of Directors’ Technological Connection Committee ^[57];
• The Regulations on the Remunerations and Compensations due to the Board of Directors’ Technological Connection Committee ^[58].

Primary Objectives:

• Generation of proposals to improve legislation with regard to antimonopoly regulation and provision of non-discriminatory access of consumers to connection services;
• Generation of proposals to improve Company’s bylaws and standards with regard to provision of non-discriminatory access of consumers to connection services;
• Preparation of principles and criteria for evaluation of Company’s connection efficiency;
• Evaluation of Company’s connection efficiency;
• Evaluation of Company’s efficiency in enhancing grid development planning quality;
• Analysis of current situation and generation of proposals for the Board of Directors in terms of connection to electric networks and perspective grid development;
• Generation of proposals on the improvement of internal regulations and standards of the Company related to additional (non-tariff) services, etc.

The full list of the objectives is disclosed in the Regulations on the Technological Connection Committee.

Compositions of the Committee and members’ attendance are as follows:

Committee’s 2023 progress report:

During the reported period the Committee conducted

8 meetings, incl.

7 in-absentia meetings,

1 in-presentia meeting (VC),

Agenda items examined: 13

Issues examined during 2023