Public Joint Stock Interregional Distribution Grid of North West : Draft Regulations for the Auditing Commission of Rosseti North-West, PJSC in new edition proposed by the Board of Directors of the Company

Rosseti North-West,

Public Joint Stock Company

Quality Management System

П.01-01.О19.01 - 2022

RESTATED REGULATIONS

of the Auditing Commission

of

Rosseti North-West, PJSC

Saint Petersburg

2022

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1 General provisions

1. These Regulations on the Auditing Commission of Public Joint Stock Company "Rosseti North-West" (hereinafter referred to as the "Regulations") is an internal document of Rosseti North-West, PJSC (hereinafter referred to as the "Company"), was developed in accordance with the Federal Law "On Joint Stock Companies" and the Company Charter, determines the tasks and procedure for the activities of the Auditing Commission of the Company, regulates issues of interaction with the management bodies of the Company and heads of structural and standalone divisions of the Company.
2. The Auditing Commission of the Company performs its operations in the best interests and for the benefit of shareholders of the Company. The Auditing Commission of the Company is accountable to the General Meeting of Shareholders of the Company and annually reports to the General Meeting of Shareholders of the Company.
3. In carrying out its activities, the Auditing Commission of the Company is independent from the Board of Directors of the Company, executive bodies of the Company and other officials of the Company.
4. The Auditing Commission of the Company is responsible to the General Meeting of Shareholders for the reliability and fairness of presentation of the results of inspections (audits) conducted.
5. In its activities, the Auditing Commission of the Company is guided by the applicable law of the Russian Federation, the Company Charter, these Regulations and other internal documents of the Company approved by the General Meeting of Shareholders of the Company, as well as decisions adopted by the General Meeting of Shareholders of the Company.

2 Objectives of the Auditing Commission of the Company

1. The Auditing Commission of the Company is an elected supervision body of the Company operating on an ongoing basis.
2. The objectives of the Auditing Commission of the Company as follows:

1. supervision over Company's financial and economic activity;
2. carrying out independent evaluation of consistency of data contained in the Company's annual report and annual accounting (financial) statements;
3. verification of consistency of data contained in the Company's report on the interested party transactions.
   2.3 The Auditing Commission of the Company exercises periodic control over the financial and economic activities of the Company, the activities of its structural and standalone divisions, the Company's management bodies by conducting desk and on-site inspections (audits) of the following:

1. legitimacy and economic feasibility of the business and financial transactions performed by the Company in the audited period;
2. completeness and correctness of record of business and financial transactions in the Company's documents.

3 Election procedure, composition and terms of office of members of the Auditing Commission of the Company

1. Members of the Auditing Commission of the Company are elected by the General Meeting of Shareholders of the Company for a period until the next annual General Meeting of Shareholders of the
   Company in the manner prescribed by the Federal Law "On Joint Stock Companies" and the Company
   Charter.
   Should the Company's Auditing Commission members be elected at the extraordinary General
   Meeting of Shareholders, the members of the Auditing Commission shall be considered elected for the period till the date of holding of the Company's annual General Meeting of Shareholders.
2. Members of the Auditing Commission of the Company are elected by a simple majority of votes of shareholders who are owners of voting shares of the Company and participate in the General Meeting of Shareholders of the Company.
   Shares held by members of the Board of Directors of the Company or persons holding offices with

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the Company's other management bodies may not be involved in voting during election of members of the Auditing Commission of the Company.

The nominees who receive the majority of votes shall be deemed to have been elected.

1. If the agenda of the General Meeting of Shareholders of the Company, along with the issue of election of members of the Auditing Commission of the Company, provides for the election of members of the Board of Directors of the Company, the issue of election of members of the Auditing Commission of the Company shall be decided on by the General Meeting of Shareholders of the Company after adoption of the decision on election of members of the Board of Directors of the Company.
2. The number of members of the Auditing Commission shall be 5 (five) persons.
3. A member of the Auditing Commission of the Company shall have the right to voluntarily resign their powers at any time by notifying the Chairman of the Auditing Commission of the Company in writing.
4. Based on the decision of the Company's General Meeting of Shareholders, the powers of members of the Company's Auditing Committee may be terminated early.
   In the event of early termination of powers of a member of the Company's Auditing Commission or his/her withdrawal from the Company's Auditing Commission, the powers of other members of the Company's Auditing Commission shall not be terminated.
5. Persons who ceased to be members the Auditing Commission of the Company due to their death, adjudgment as deprived of legal capacity or missing or unable to exercise their powers for other reasons are deemed to have withdrawn from the Auditing Commission of the Company.
   A member of the Auditing Commission of the Company is recognized as having withdrawn from the day following the day of receipt by the Auditing Commission of the Company of his/her application or from the date of death or receipt by the Company of documents confirming the impossibility for the member of the Auditing Commission of the Company to exercise his/her powers.
6. The Chairman of the Auditing Commission of the Company shall be obliged to initiate the procedure of terminating the powers of a member of the Auditing Commission of the Company in the event that such member commits fraudulent actions or causes harm to the Company, expressed in:

1. destruction, deliberate damage or falsification of documents and materials;
2. concealment of information about revealed abuses committed by officials or other employees of the Company;
3. deliberate misleading of officials or other employees of the Company, shareholders on the issues of the Company's activities;
4. disclosure of state secrets and (or) confidential information about the Company's activities;
5. other actions causing harm to the Company.

1. In the event that the number of members of the Company's Auditing Commission becomes less than half of the Company's Auditing Commission of the total number of its members, the Chairman of the Company's Auditing Commission shall have the right to address the Board of Directors of the Company to initiate, by decision of the Board of Directors of the Company, an extraordinary General Meeting of Shareholders of the Company to elect members of the Auditing Commission of the Company.
2. The candidates nominated for the Auditing Commission of the Company shall provide their written consent to be elected to the Auditing Commission of the Company.
3. Only individuals can be members of the Auditing Commission of the Company.

Members of the Auditing Commission of the Company may be re-elected an unlimited number of times.

3.12 Members of the Company's Auditing Commission cannot be members of the Company's Board of Directors at the same time, as well as hold other positions in the Company's management bodies.

4 The Chairman, Deputy Chairman and Secretary of the Auditing Commission of the Company

4.1 The activities of the Auditing Commission of the Company are organized by its Chairman, who is elected with his/her consent by members of the Auditing Commission of the Company from among them by a simple majority of votes of the total number of elected members of the Auditing Commission of the

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Company at the first meeting of the Auditing Commission of the Company, which shall be held no later than 15 (fifteen) working days from the date of election of the new members of the Company's Auditing Commission at the annual General Meeting of Shareholders of the Company.

1. Members of the Auditing Commission of the Company shall have the right to re-elect the Chairman of the Auditing Commission of the Company at any time, inter alia based on his/her written application sent to the members of the Auditing Commission of the Company and the Secretary of the Auditing Commission of the Company.
   The decision on reelection of the Chairman of the Company's Auditing Commission shall be made by a simple majority of votes from the total number of elected members of the Company's Auditing Commission and shall be made within 10 (ten) working days from the date of receipt of the application specified in this paragraph.
2. For the time of absence of the Chairman of the Auditing Commission of the Company or in the event of occurrence of the events provided for in paragraph 4.2 of these Regulations, the functions of the Chairman of the Auditing Commission of the Company are performed by the Deputy Chairman of the Auditing Commission of the Company, elected by the Auditing Commission of the Company by a simple majority of votes from the total number of elected members of the Auditing Commission of the Company at the first meeting of the Auditing Commission of the Company.
3. The Secretary of the Auditing Commission of the Company shall be elected by members of the Auditing Commission of the Company from among them by a simple majority vote of the total number of elected members of the Auditing Commission of the Company at the first meeting of the Auditing Commission of the Company.
   Members of the Auditing Commission of the Company shall have the right to re-elect the Secretary of the Auditing Commission of the Company at any time. Such a decision shall be made by a simple majority of votes from the total number of elected members of the Auditing Commission of the Company.
4. The Chairman of the Auditing Commission of the Company shall:

1. convene and hold meetings of the Auditing Commission of the Company;
2. prepare and approve the agenda of the meeting of the Auditing Commission of the Company, and also resolve all necessary issues related to the preparation and holding of the meeting of the Auditing Commission of the Company;
3. organize the current work of the Auditing Commission of the Company;
4. represent the Auditing Commission of the Company at the General Meeting of Shareholders of the Company, meetings of the Board of Directors of the Company and before the executive bodies of the Company;
5. sign the minutes of the meetings of the Auditing Commission of the Company and other documents issued on behalf of the Auditing Commission of the Company.

4.6 Secretary of the Auditing Commission of the Company shall:

1. organize keeping of minutes of meetings of the Auditing Commission of the Company;
2. ensure timely informing of the Company's management bodies about the results of the inspections (audits) conducted by providing a Report, Opinion issued by the Company's Auditing Commission in accordance with the requirements of these Regulations;
3. draw up and sign, together with the Chairman of the Auditing Commission of the Company, the minutes of meetings of the Auditing Commission of the Company;
4. organize record keeping, document circulation and storage of documents of the Auditing Commission of the Company;
5. arrange sending notices to the members of the Company's Auditing Commission about meetings of the Company's Auditing Commission, scheduled and unscheduled inspections (audits) of the Company's activities;
6. interact with the Corporate Secretary of the Company as part of exercising his/her powers;
7. perform other functions provided for by these Regulations.

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