Remuneration for members of the Board of Directors

The Regulation specifies the base annual amount of remuneration as well as the formula for calculating the amount of actual payments, which decrease when members of the Board of Directors miss meetings (both in-person and in absentia) and increases when they serve concurrently on committees of the Board of Directors. The amount of fixed base remuneration for a member of the Board of Directors is RUB 3 million per corporate year.

Remuneration increases by 30 % for the Chairman of the Board of Directors, by 15 % for the chairmen of committees of the Board of Directors, and by 10 % for members of the committees. These bonuses are cumulative. Remuneration is not paid if a member of the Board of Directors participates in less than 50 % (from the time of election until the termination of powers) of the meetings held (both in-person and in absentia).

The Regulation also envisages reimbursement for members of the PJSC Inter RAO Board of Directors based on actual expenses, such as expenses for traveling to and from the meeting place of the Board of Directors and its committees as well as accommodation expenses, and also regulates the ownership of Company shares by members of the Board of Directors.

The Company does not employ other forms of remuneration, including short-term and long-term forms of incentive that depend on financial results or share-based forms of incentive (stock options). In the event of the early termination of the powers of a member of the Board of Directors, no other payments are made apart from those envisaged by the Regulation on the Payment of Remuneration and Compensation to Members of the PJSC Inter RAO Board of Directors.

The Regulation on the Payment of Remuneration and Compensation to Members of the PJSC Inter RAO Board of Directors does not apply to members of the Company’s Board of Directors who are members of the Company’s collective executive body.