Public Joint Stock Interregional Distribution Grid of North West : Current version of the Regulations for the Auditing Commission of Rosseti North-West, PJSC approved by the annual General Meeting of Shareholders of the Company dated 13.06.2017 (Minutes No. 12).

General Provisions

1.1. These Regulations for the Auditing Commission of "Interregional Distribution Grid Company of Northwest", Public Joint-Stock Company (hereinafter referred to as the "Rules") are an internal document of IDGC of Northwest, PJSC (hereinafter referred to as the "Company"), developed in accordance with the Federal Law "On Joint-Stock Companies" and the Company's Articles of Association, determine the tasks and procedure of activity of the Auditing Commission of the Company, regulate the matters of interaction with the Company's governing bodies and directors of structural and separate subdivisions of the Company.

1.2. The Auditing Commission of the Company is an elective body of internal control of the Company, exercising control from time to time over the financial and business activity of the Company, its separate subdivisions, officials of the Company's governing bodies and structural subdivisions of the Company's executive office through documentary due diligence and actual audit of:

1. legality, economic feasibility and efficiency (expediency) of business and financial operations conducted by the Company during the audited period;
2. completeness and accuracy of indication of business and financial operations in Company's documents.
   1.3. The Auditing Commission of the Company shall act for the benefit of the Company's shareholders and report in its activity to the General Meeting of Shareholders of the Company.
   1.4. Performing its activity the Auditing Commission of the Company shall be independent of officials of the Company's governing bodies.
   1.5. The Auditing Commission of the Company shall be responsible to the General Meeting of Shareholders for the reliability and objectiveness of the results of conducted audits.
   1.6. In its activity the Auditing Commission of the Company shall rely on legislation of the Russian Federation, the Articles of Association of the Company and these Rules and other internal documents of the Company approved by the General Meeting of Shareholders of the Company.

2. Tasks of the Auditing Commission of the Company

2.1. The tasks of the Auditing Commission of the Company are:

1. to control the Company's financial and business activity;
2. to independently estimate the reliability of data contained in the Company's annual report, annual accounting (financial) records.

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1. 3. Procedure of Election, Structure and Term of Powers of the Auditing Commission of the Company

2. The Auditing Commission of the Company shall be elected by the General Meeting of Shareholders for a term until the next annual General Meeting of Shareholders of the Company in accordance with the procedure provided for by the Federal Law "On Joint-Stock Companies" and the Articles of Association of the Company.
   Should the Auditing Commission of the Company be elected during an extraordinary General Meeting of Shareholders of the Company, the members of the Auditing Commission shall be considered elected for a term until the date of the annual General Meeting of Shareholders.
3. In accordance with the Articles of Association of the Company the Auditing Commission of the Company shall consist of Five (5) persons (members of the Auditing Commission).
4. Preparing their proposals for nomination of candidates for the Auditing Commission, shareholders of the Company shall try to consider that the candidates for Members of the Auditing Commission of the Company they propose may be elected no more than for Three (3) consecutive terms, unless other election restrictions are imposed by legislation of the Russian Federation, the Articles of Association of the Company and these Rules.
5. A member of the Auditing Commission of the Company may voluntarily resign at any time, notifying the Chairman of the Auditing Commission of the Company thereof in writing.
6. Powers of certain or all the members of the Auditing Commission of the Company may be terminated ahead of schedule by resolution of the General Meeting of Shareholders.
7. The Chairman of the Auditing Commission must raise the question of termination of powers of a member of the Auditing Commission of the Company, in the event the member performs dishonest actions or causes damage to the Company by:

1. destruction, deliberate damage or falsification of documents and materials;
2. concealment of information about detected abusive acts of officials or other employees of the Company;
3. deliberate misinformation of officials or other employees of the Company, shareholders concerning matters of the Company's activity;
4. disclosure of state secrets and confidential information about the Company's
   activity;
5. other actions causing damage to the Company.

1. In the event of early termination of powers of a member of the Auditing Commission of the Company powers of the other members of the Auditing Commission of the Company shall not be terminated.
2. In the event the number of members of the Auditing Commission of the Company becomes less than half of the total number of members of the Auditing Commission of the Company established by the Articles of Association of the Company,

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the Chairman of the Auditing Commission of the Company shall have the right to apply to the Board of Directors of the Company in order to cause the Board of Directors to resolve to convene an extraordinary General Meeting of Shareholders of the Company in order to elect members of the Auditing Commission of the Company.

3.9. When nominating candidates for the Auditing Commission of the Company the following requirements for professional experience and knowledge of candidates shall be met:

1. higher education in economics, finance or law;
2. experience of working in an internal audit subdivision, control and audit
   bodies;
3. knowledge of economics, finance, accounting, knowledge of the economic law, knowledge of specifics of the Company's activity.
   3.10. Preparing their proposals for nomination of candidates for the Auditing Commission of the Company, shareholders of the Company shall try to consider the following principles of formation of lists of candidates:

1. candidates whose powers were terminated ahead of schedule on the grounds specified in clause 3.6 hereof, including while working in auditing commissions of other legal entities, shall not be included in the list;
2. candidates who are Company's employees shall not be included in the list. 3.11. Candidates for the Auditing Commission of the Company shall confirm in

written form their consent to the election to the Auditing Commission of the Company.

1. Members of the Auditing Commission of the Company may not at the same time be members of the Board of Directors of the Company or hold other positions in the Company's governing bodies.
   4. Chairman and Secretary of the Auditing Commission of the Company

1. The Chairman of the Auditing Commission of the Company shall be elected by the members of the Auditing Commission of the Company from among themselves by a majority of votes of the total number of the elected members of the Auditing Commission of the Company. The members of the Auditing Commission of the Company may at any time reelect the Chairman of the Auditing Commission of the Company by a majority of votes of the total number of the elected members of the Auditing Commission of the Company.
2. The Secretary of the Auditing Commission of the Company shall be elected by the members of the Auditing Commission of the Company from among themselves by a majority of votes of the total number of the elected members of the Auditing Commission of the Company. The members of the Auditing Commission may at any time reelect the Secretary of the Auditing Commission of the Company by a majority of votes of the total number of the elected members of the Auditing Commission of the Company.
3. The Chairman and the Secretary of a newly elected Auditing Commission of the Company shall be elected within Fifteen (15) business days after the date the respective Auditing Commission of the Company is elected.

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4.4. The Chairman of the Auditing Commission of the Company shall:

1. convene and hold meetings of the Auditing Commission of the Company;
2. approve the agenda of meetings of the Auditing Commission of the Company as well as resolve all necessary matters relating to the preparation and holding of meetings of the Auditing Commission of the Company;
3. organize day-to-day activities of the Auditing Commission of the Company;
4. represent the Auditing Commission of the Company at the General Meeting of Shareholders and meetings of the Board of Directors;
5. sign minutes of meetings of the Auditing Commission of the Company and other documents coming from the Auditing Commission of the Company.
   4.5. The Secretary of the Auditing Commission of the Company shall:

1. arrange maintenance of minutes of meetings of the Auditing Commission of the Company;
2. ensure that the Company's governing bodies are notified in a timely manner of the results of conducted audits by provision of a Certificate, Report of the Auditing Commission of the Company in accordance with the requirements hereof;
3. prepare and sign minutes of meetings of the Auditing Commission of the
   Company;
4. arrange document management, record management and storage of documents of the Auditing Commission of the Company;
5. arrange sending of notifications of meetings of the Auditing Commission of the Company, scheduled and unscheduled audits of the Company's activity to the members of the Auditing Commission of the Company;
6. perform other functions provided for by these Rules.

5. Rights and Duties of the Auditing Commission of the Company

5.1. The Auditing Commission of the Company may:

1. independently determine methods and forms of audit relying on the current legislation of the Russian Federation and these Rules;
2. check documentation on the Company's financial and business activity, availability of amounts of funds and securities of the Company to the full extent;
3. conducting audits receive free access to all the Company's office premises;
4. request within its competence that officials of the Company's governing bodies, directors of Company's structural and separate subdivisions provide all information required to conduct the audit (documents and materials);
5. on written request receive necessary information from third parties, including with the assistance of the Company's governing bodies and shareholders ordering the audit;

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