Public Joint Stock Rosseti Volga : 43. Notice of Substantial Fact“Details of arrangement of a meeting of the Board of Directors (Supervisory Board) of the Issuer and the agenda thereof as well as of certain resolutions taken by the Board of Directors (Supervisory Board) of the Issuer”

Notice of Substantial Fact

"Details of arrangement of a meeting of the Board of Directors (Supervisory Board) of the Issuer

and the agenda thereof as well as of certain resolutions taken by the Board of Directors

(Supervisory Board) of the Issuer"

1. General Data

2. Content of the Notice

2.1. Information on the quorum of the meeting of the Board of Directors (Supervisory Board) of the Issuer and the voting results:

11 out of 11 elected members of the Board of Directors took part in the meeting. The quorum for the Meeting of the Board of Directors is present.

Voting results on issue No. 1: "FOR" - 10, "AGAINST" - 0, "ABSTAINED" - 1.

Voting results on issue No. 2: "FOR" - 9, "AGAINST" - 0, "ABSTAINED" - 1.

In accordance with the methodological recommendations of Moscow Exchange, PJSC, M.V. Korotkova abstained from voting on the issue of recognizing her candidacy as non-executive director.

Voting results on issue No. 3: "FOR" - 9, "AGAINST" - 0, "ABSTAINED" - 1.

In accordance with the methodological recommendations of Moscow Exchange, PJSC, A.I. Kazakov abstained from voting on the issue of recognizing his candidacy as non-executive director.

Voting results on issue No. 4: "FOR" - 0, "AGAINST" - 0, "ABSTAINED" - 11.

Voting results on issue No. 9.1: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

Voting results on issue No. 9.2.1: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

Voting results on issue No. 9.2.2: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

Voting results on issue No. 9.2.3: "FOR" - 10, "AGAINST" - 0, "ABSTAINED" - 1.

Voting results on issue No. 9.3: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

Voting results on issue No. 10.1: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

Voting results on issue No. 10.2.1: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

Voting results on issue No. 10.2.2: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

Voting results on issue No. 10.2.3: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

Voting results on issue No. 10.2.4: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

Voting results on issue No. 10.2.5: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

Voting results on issue No. 10.3: "FOR" - 11, "AGAINST" - 0, "ABSTAINED" - 0.

2.2. Content of decisions made by the Board of Directors (Supervisory Board) of the Issuer:

ISSUE NO. 1. On approval of the Work Plan of the Board of Directors of the Company for the 2022-2023 corporate year.

RESOLUTION PASSED:

Approve the Work Plan of the Board of Directors for the corporate year of 2022-2023 in accordance with Appendix No. 1 to this resolution of the Board of Directors.

ISSUE NO. 2. On recognition of Maria Vyacheslavna Korotkova, a member of the Board of Directors of Rosseti Volga, PJSC, as non-executive director.

RESOLUTION PASSED:

act for the benefit of all shareholders.

1. In 2022 M.V. Korotkova signed the Declaration of a member of the Board of Directors recognized as independent in the form recommended by Moscow Exchange, PJSC.
2. The decision to recognize Maria Vyacheslavna Korotkova, a member of the Board of Directors of Rosseti Volga, PJSC, as a non-executive director is justified and motivated.

ISSUE NO. 3. On recognition of Alexandr Ivanovich Kazakov, a member of the Board of Directors of Rosseti Volga, PJSC, as non-executive director.

RESOLUTION PASSED:

(since 2021), testifies of not only of a deep insight into the specifics of the Company's work, but also allow A.I. Kazakov to effectively apply them when considering issues related to the Company's operating activities, positioning the Company in the electricity market. Having professional competencies in the field of strategic management, finance and audit, having experience in leading work in energy companies, including as chairman of boards of directors, make the experience of A.I. Kazakov indispensable for the Company.

1. In 2022 A.I. Kazakov signed the Declaration of a member of the Board of Directors recognized as independent in the form recommended by Moscow Exchange, PJSC.
2. The decision to recognize Alexandr Ivanovich Kazakov, a member of the Board of Directors of Rosseti Volga, PJSC, as a non-executive director is justified and motivated.

RESOLUTION WAS PASSED.

ISSUE NO. 4. On recognition of Alexandr Viktorovich Shevchuk, a member of the Board of Directors of Rosseti Volga, PJSC, as non-executive director.

RESOLUTION PUT TO VOTE:

1. A.V. Shevchuk was elected to the Board of Directors of Rosseti Volga, PJSC for the first time. A.V. Shevchuk's candidacy was nominated by a non-controlling shareholder - ENERGYO SOLUTIONS RUSSIA (CYPRUS) LIMITED, which owns 11.29% of the Company's authorized capital. At the same time, this shareholder is not a substantial shareholder, affiliate, or controlled organization for the entity controlling Rosseti Volga, PJSC (Rosseti, PJSC). For the election of A.V. Shevchuk to the Board of Directors, votes belonging to minority shareholders of the Company (individuals and legal entities) were cast, therefore there is no obligation to vote on the directives and instructions of the controlling shareholder (Rosseti, PJSC).
2. The participation of A.V. Shevchuk as an independent member of the Board of Directors of many public companies of the energy sector of Russia, knowledge of the specifics of the work of companies of the energy complex, their organizational structure, understanding of business processes, possession of the necessary professional competencies in the field of protecting the rights and legitimate interests of shareholders and investors make the experience of A.V. Shevchuk significant for the Company.
   3.2.1 The long term and experience of A.V. Shevchuk in the Boards of Directors and Committees of the Boards of Directors of energy industry companies (Rosseti Center and Volga Region, PJSC, Rosseti Center, PJSC, Rosseti North-West, PJSC, IDGC of Urals, OJSC, RusHydro, PJSC) is an advantage for the Company. Having studied various aspects of the activities of these companies, having developed the necessary professional competencies in the field of the electric power industry, A.V.

Shevchuk is able to make conscientious, effective judgements on the essence of the issues considered by the Board of Directors and Committees under the Board of Directors of the Company.

3.3. A.V. Shevchuk holds a position in the non-profit organization of the Association of Professional Investors (hereinafter referred to as the API), has a business reputation that testifies to his ability to independently form an independent position. API promotes the best practices of corporate governance and operational, investment efficiency in Russian companies, the shareholders of which are members of the Association. API actively interacts with Russian authorities in order to ensure the systemic development of corporate governance and improve investment climate. Thus, this circumstance contributes to ensuring control over the compliance of decisions of the Board of Directors of Rosseti Volga, PJSC with the principles of the Corporate Governance Code and compliance with the best corporate practices, which will allow A.V. Shevchuk take an independent position and act for the benefit of all shareholders when participating in the work of the Board of Directors of Rosseti Volga, PJSC.

4. In 2022 A.V. Shevchuk signed the Declaration of a member of the Board of Directors recognized as independent in the form recommended by Moscow Exchange, PJSC.

5. The decision to recognize Alexandr Viktorovich Shevchuk, a member of the Board of Directors of Rosseti Volga, PJSC, as a non-executive director is justified and motivated.

RESOLUTION WAS NOT PASSED.

ISSUE No. 9. On the composition of the Audit Committee of the Board of Directors of the Company.

RESOLUTION PASSED:

1. Determine the number of members of the Audit Committee under the Board of Directors of the Company: 3 persons.
2. Elect the following members of the Audit Committee under the Board of Directors of the Company:

1. Maria Vyacheslavna Korotkova - Director of Tekhinnovatsiya LLC;
2. Alexandr Viktorovich Shevchuk - Executive Director of the Association of Professional Investors.
3. Alexandr Ivanovich Kazakov.

3. Elect Maria Vyacheslavna Korotkova as Chairman of the Audit Committee under the Board of Directors of Rosseti Volga, PJSC.

ISSUE No. 10. On the composition of the Committee for Reliability under the Board of Directors of the Company.

RESOLUTION PASSED:

1. Approve the number of members of the Committee for Reliability under the Board of Directors of the Company: 5 (five) persons.
2. Elect the following members of the Committee for Reliability under the Board of Directors of the Company:

1. Yulia Vladimirovna Dobakhyants - Deputy Head of the Department of Operation Technological Management - Head of the Division for Development of Operation Technological Management, Rosseti, PJSC.
2. Igor Alexandrovich Rodionov - Deputy Director of Center of Financial Technologies.
3. Igor Georgievich Polovnev - Financial Director of the Association of Professional Investors.
4. Konstantin Glebovich Filippov - Deputy General Director - Chief Engineer of Rosseti Volga, PJSC.
5. Irina Yuryevna Puchkova - Deputy General Director for Economics and Finance of Rosseti Volga, PJSC.
   3. Elect Yulia Vladimirovna Dobakhyants as the Chairperson of the Committee for Reliability of the Board of Directors of the Company.
   2.3. Date of the meeting of the Issuer's Board of Directors (Supervisory Board), at which the resolutions were made: July 27, 2022.