Shares and dividends

Authorised capital and authorised shares

Preferred shares: not placed.

In the reporting year, as a result of the execution of the decisions of the General Meetings of Shareholders of PJSC Rosseti South dated 15 May 2025 (Minutes No. 28 dated 16 May 2025) and JSC Rosseti Kuban dated 16 May 2025 (Minutes No. 52 dated 19 May 2025) regarding reorganisation, as well as the increase in the authorised capital of the Company through the placement of additional ordinary shares and the conversion of ordinary shares to these shares of JSC Rosseti Kuban, and the corresponding increase in the number of declared shares, the authorised capital of the Company increased by almost 4.6 times.

In accordance with the agreement on the merger of JSC Rosseti Kuban with PJSC Rosseti South, approved by the above-mentioned decisions, 0.000737954 ordinary shares of JSC Rosseti Kuban were converted into one ordinary share of PJSC Rosseti South.

The shares of JSC Rosseti Kuban into additional shares of PJSC Rosseti South were converted on 1 December 2025, the day when an entry was made into the unified State Register of Legal Entities on the termination of activities of JSC Rosseti Kuban. As a result of the conversion, the Company placed 540,638,137,326 additional ordinary shares.

On 18 December 2025, the Bank of Russia carried out the state registration of the report on the results of the additional issue of shares of PJSC Rosseti South.

On 30 December 2025, the state registration of changes in the Articles of Association of PJSC Rosseti South regarding an increase in the authorised capital by the amount of additional shares placed and a corresponding decrease in the number of declared shares.

By the decision of the Bank of Russia dated 19 March 2026, the individual code 011D of the additional issue of ordinary shares of the Company with registration number 1-01-34956-E-011D dated 2 September 2025 was cancelled, after which 540,638,137,326 shares of the Company are available for public trading.

In accordance with art. 75 of Federal Law No. 208-FZ dated 26 December 1995 “On Joint-Stock Companies”, as a result of shareholders’ exercise of the right to request the repurchase of their shares in PJSC Rosseti South in connection with the upcoming reorganisationThe report on the results of shareholders’ demands was approved by the decision of the Company’s Board of Directors on 4 July 2025 (Minutes No. 628/2025 dated 4 July 2025)., the Company purchased 4,142,335,813 treasury shares at a price of RUB 0.08454 per shareThe price was determined by the decision of the Board of Directors of PJSC Rosseti South, Minutes No. 611/2025 dated 17 March 2025. for a total amount of RUB 350,193,069.62.

As of the end of the reporting year, quasi-treasury shares of PJSC Rosseti South are available: JSC Energetik Health Resort, 100% of which belongs to the Company, owns 0.04% of the authorised capital of PJSC Rosseti South. The Company’s cross-owned shares appeared as a result of JSC Rosseti Kuban’s repurchase of its own shares from shareholdersShares of PJSC Rosseti Kuban (since 24 January 2025 — JSC Rosseti Kuban) were submitted by shareholders for repurchase by this company in accordance with art. 75 of Federal Law No. 208-FZ dated 26 December 1995 «On Joint-Stock Companies» in connection with the adoption of decisions by the General Meeting of Shareholders of PJSC Rosseti Kuban (JSC Rosseti Kuban):
14.06.2024 (Minutes No. 51 dated 17.06.2024) — on delisting of shares,
16.05.2025 (Minutes No. 52 dated 19.05.2025) about the reorganisation. and their subsequent payment for additional shares of JSC Energetik Health Resort. On 1 December 2025, the block of shares of JSC Rosseti Kuban, owned by JSC Energetik Health Resort, was converted into the corresponding number of shares of PJSC Rosseti South.

The Articles of Association of the Company states that each registered ordinary share of the Company grands the equal scope of rights to its holder. The rights of the shareholders are specified in the Company’s Articles of Association.

Share capital

As of 31 December 2025, 11,010 persons were registered in the Company’s register of shareholders (excluding disclosure of information by nominee holders about their clients).

The controlling shareholder of the Company, PJSC Rosseti, owns 96.31% of the shares of PJSC Rosseti South. At the same time, the Russian Federation owns 77.02% of the authorised capital of PJSC Rosseti, therefore, it is an indirect holder of shares of PJSC Rosseti South.

The reorganisation of PJSC Rosseti South in the form of the merger of JSC Rosseti Kuban caused changes in the composition of shareholders. Thus, the share of PJSC Rosseti increased from 84.16% to 96.31%. In addition, as of the end of the reporting year, the share of treasury shares (treasury shares purchased by the Company from shareholders) is 0.6%, the share of quasi-treasury shares (owned by JSC Energetik Health Resort) is 0.04%. The share of other shareholders is 3.05%.

PJSC Rosseti South does not have any information:

• On the existence of shareholders holding over 5% of the Company’s issued shares, other than those mentioned above;
• On whether certain shareholders may acquire or have acquired a degree of control disproportionate to their shareholdings in the Company, including on the basis of shareholder agreements;

No decision was made to use the special right of participation of the Russian Federation in the management of the Company (‘golden share’).

Trading shares on the stock exchange

Ordinary shares of PJSC Rosseti South are traded on the Moscow Stock Exchange:

• 27.06.2008, included in the Quotation List I;
• 15.01.2009, included in List of non-listed stock;
• 12.07.2010, included in the Quotation List B;
• 09.06.2014, included in the Second level of the List of securities listed on PJSC Moscow Stock Exchange;
• 26.02.2018, included in the Third Level of the List of Securities listed on Trading in PJSC Moscow Stock Exchange.

Since 19 September 2025, the Company’s shares have been on the waiting list for inclusion in the calculation base of the Broad Market Index of the Moscow Stock Exchange.

In the reporting period, the reorganisation of PJSC Rosseti South in the form of the merger of JSC Rosseti Kuban had a significant impact on the market value of shares. By the end of 2025, the weighted average price of one share of PJSC Rosseti South on the Moscow Stock Exchange increased from RUB 0.05845 to RUB 0.08095 (by 38.5%) against an decrease in the Moscow Exchange index (IMOEX) by 4.0% and an increase in the electric power index (MOEXEU) by 4.9%.

The Company’s market capitalisation as of 31 December 2025, according to the Moscow Stock Exchange, amounted to RUB 12,275.37 million.

The trading volume of the Company’s shares on the Moscow Stock Exchange in 2025 amounted to RUB 2,144.41 million / 28,355.31 million shares. In 2025, trading activity was significantly lower than in previous years, with the trading volume (in monetary terms) decreasing by 72.6%. The peak of trading activity was observed in the 1st quarter of the reporting year – 93,440 transactions were concluded for 14,169.93 million shares, which accounted for 50% of the annual turnover.

Dividends

The Company’s dividend policy is defined by the Regulations on Dividend PolicyApproved by the decision of the Board of Directors of the Company dated 2 February 2018 in a new wording (Minutes No. 258/2018 dated 5 February 2018) as amended on 31 July 2018 (Minutes No. 281/2018 dated 3 August 2018). approved by the decision of the Company’s Board of Directors dated 2 February 2018 in a new wording (Minutes No. 258/2018 dated 5 February 2018) with amendments dated 31 July 2018 (Minutes No. 281/2018 dated 3 August 2018).

The dividend policy of the Company sets the amount of dividends at the level of not less than 50% of net profit under IFRS, and in addition there is a number of restrictions on the payment of interim dividends, including if the payment requires borrowing, if the payment leads to a deterioration in creditworthiness or if failure to fulfil the investment programme.

In accordance with the Company’s Articles of Association, the annual General Meeting of Shareholders will decide on the distribution of profits based on the results of 2025.

• During 2020–2025, no dividends were accrued or paid on the Company’s shares.

Since the date of the Company’s reorganisation, 1 January 2025, PJSC Rosseti South has assumed obligations to pay dividends to the former shareholders of JSC Rosseti Kuban for nine months of 2022, 2022, 2023 and the first half of 2025. The reason for the incomplete payment of dividends is the lack of data for the transfer of dividends in the questionnaire of a registered person in the register of shareholders, the data for which must be provided by the shareholder.

The payment obligations expire after three years from the date of the dividend accrual.

Shareholder and investor relations

During the reporting year, the Company continued to provide information and interact with various groups of shareholders and investors, ensuring unconditional compliance with the legal rights of all interested parties.

In order to ensure that the Company’s shareholders are able to exercise their rights, the Company shall disclose information in a timely manner in accordance with the law and the Company’s internal documents.

One of the important ways that PJSC Rosseti South uses to share information with interested parties is its website, which allows interested parties to quickly find all the information disclosed by the Company.

A dedicated email address was set up to respond to queries and requests from shareholders, investors and other interested parties. In addition to the general contact details, the Company’s website also lists a telephone number for shareholder consultations.

During the preparation period for the annual General Meeting of Shareholders of the Company, for the convenience of shareholders and other interested parties, an interactive creeping line feature will be activated on the Company’s corporate website, allowing shareholders to quickly navigate to the section of the website containing information materials for the annual meeting.

The Company strives to prevent or fairly resolve any corporate conflicts between the Company and its shareholders, while ensuring the protection of shareholders’ rights and compliance with the requirements of legislation and internal documents.

The Company uses particular care to advise shareholders on updating their personal data, receiving dividends, inheritance and other issues related to the exercise of their rights to securities.

For more details on disclosure of information by the Company to shareholders and investors, see the Information Disclosure section of this Annual Report.

The action plan for interaction between PJSC Rosseti South and the investment community for 2025 was published on the Company’s website in the Home/Shareholders and Investors/IR Calendar section at: https://rosseti-yug.ru/aktsioneru-investoru/ir-kalendar/.