Board of Directors

The Board of Directors of the Company is governed by the laws of the Russian Federation, the Articles of Association, and the Regulations on the Board of Directors of PJSC Rosseti SouthApproved by the decision of the General Meeting of Shareholders dated 10 June 2025 (Minutes No. 29 dated 11 June 2025). Until 10 June 2025, the Company had a different version of the Regulations on the Board of Directors of the Company, approved by the decision of the General Meeting of Shareholders of the Company on 29 May 2020 (Minutes No. 22 dated 2 June 2020)..

The first-time elected members of the Board of Directors of the Company are provided with an opportunity to get an insight into the Company’s strategy, the corporate governance system adopted by the Company, the risk management and internal control system, the distribution of responsibilities between the Company’s executive bodies and other essential information on the Company’s production, financial and economic activities.

Conflict of interest

GRI 2-15

The conflict of interests of a member of the Board of Directors of the Company is settled in accordance with the Regulations on the Board of Directors of PJSC Rosseti South.

Members of the Company’s Board of Directors are required to refrain from actions that lead or may lead to a conflict between their interests and the interests of the Company, in particular, if the personal interests of a member of the Company’s Board of Directors conflict or may conflict with the interests of the Company, if a member of the Company’s Board of Directors takes actions or has interests that interfere with their ability to objectively and effectively carry out their duties in the Company.

In the event of any conflict of interest or the possibility of such a conflict, members of the Board of Directors of the Company must promptly inform the Chairman of the Board, the other members of the Board, and the Corporate Secretary of both the existence of the conflict and the reasons for its occurrence.

A member of the Board of Directors of the Company does not vote on an issue if there is a conflict of interest involved. They must abstain from voting on issues in respect of which they have or have had a conflict of interest.

Membership of the Board of Directors

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The quantitative composition of the Board of Directors of the Company is 11 people.

During the reporting year, there were two compositions of the Company’s Board of Directors:

• The composition of the Board of Directors of the Company, elected by the decision of the Annual General Meeting of Shareholders of the Company dated 19 June 2024 (Minutes No. 27 dated 19 June 2024) and effective from 19 June 2024 to 9 June 2025, while 9 of the 11 members of the Board of Directors of this composition were re-elected to the current Board of Directors of the Company;
• The current composition of the Board of Directors of the Company, elected by the decision of the General Meeting of Shareholders of the Company dated 10 June 2025 (Minutes No. 29 dated 11 June 2025) (the second composition).

Independent directors

The Corporate Governance Code of the Bank of Russia stipulates that the Board of Directors of the Company shall include a sufficient number of independent directors. The Company believes it is important to have independent directors as part of the Board of Directors of the Company.

In the reporting year, the Board of Directors of the Company consisted of the following independent directors:

• the first composition – A. Kazakov, M. Korotkova, E. Nikitchanova,
• the second composition – A. Kazakov, E. Nikitchanova.

Members of the Board of Directors of the Company, A. Kazakov and E. Nikitchanova, are recognised by the Board of Directors of the Company as independent, despite the existence of formal criteria of dependence (relationship with the Company, a substantial shareholder of the Company, a substantial counterparty of the Company):

• in the first composition – by the decision of the Board of Directors of the Company dated 14 August 2024 (Minutes No. 586/2024 dated 16 August 2024),
• in the second composition – by the decision of the Board of Directors of the Company dated 15 October 2025 (Minutes No. 643/2025 dated 17 October 2025).

The Senior Independent Director was not elected in the reporting year.

The personal composition of the Company’s Board of Directors ensures an appropriate level of its independence from the Company’s management, which allows for proper control over its operations. In 2025, the Board of Directors of the Company:

• had no executive directors in the first composition (B. Ebzeev was the General Director of the Company until 26 December 2024);
• had one Executive Director, A. Rybin, in the second composition (General Director of the Company since 26 December 2024).

Personal background of the members of the Board of DirectorsConsent to the disclosure of personal information set out in the Corporate Governance Report section was obtained from all people who are or were members of the Company’s governing and control bodies.

The current composition of the Board of Directors of PJSC Rosseti South, elected by the decision of the annual General Meeting of Shareholders of the Company dated 10 June 2025 (Minutes No. 29 dated 11 June 2025) (the second composition)Information on the primary employment of the members of the Board of Directors of the Company and their positions in governing bodies of other organisations is given as of the end of the reporting year.

The composition of the Board of Directors of PJSC Rosseti South, elected by the decision of the annual General Meeting of Shareholders of the Company dated 19 June 2024 (Minutes No. 27 dated 19 June 2024) and acting before the election of the new Board of Directors of the Company on 10 June 2025 (the first composition)

1. Daniil Krainskiy, Chairman of the Board of Directors
2. Maria Dokuchaeva
3. Vitaliy Zarkhin
4. Alexander Kazakov
5. Oleg Klinkov
6. Konstantin Kravchenko
7. Ekaterina Nikitchanova
8. Maria Tikhonova
9. Boris Ebzeev

The above-mentioned members of the Board of Directors of the Company were re-elected to the current Board of Directors of PJSC Rosseti South. For more details, see the current composition of the Board of Directors of PJSC Rosseti South, elected by the decision of the annual General Meeting of Shareholders of the Company dated 10 June 2025 (Minutes No. 29 dated 11 June 2025) (the second composition).

All members of the Board of Directors of the Company in 2025 are citizens of the Russian Federation.

None of the members of the Board of Directors of the Company:

• Owned the shares of the Company and its S&As or made transactions with them during the reporting yearInformation about M. Korotkova’s primary place of employment and the positions she holds in the governing bodies of other organisations are given as of the beginning of the reporting year.;
• Took training courses at the expense of the Company;
• Had family ties with people who are members of the bodies that manage and/or control the financial and economic activities of the Company;
• Was held administratively liable for financial improprieties, offence regarding tax and fees or security market, or had any criminal record for economic crimes or crimes against the state;
• Hold positions in the management bodies of commercial organisations during the period when bankruptcy proceedings were initiated against these organisations and/or one of the bankruptcy procedures provided for by the insolvency legislation of the Russian Federation was introduced;
• Has entered into civil law contracts, including those involving property benefits, with the Company or subsidiaries and affiliates of the Company.

The Company has not received any information:

• on filing claims against members of the Board of Directors of the Company;
• on any conflicts of interest (including those related to participation in the governing bodies of the Company’s competitors) among the members of the Board of Directors.

Personal background information on the Board members acting in 2025 can be found on the website of the Company: https://rosseti-yug.ru/korporativnoe-upravlenie/organy-upravleniya/sovet-direktorov/.

Performance results of the Board of Directors in 2025

At in-person meetings held during the reporting year, the Board of Directors reviewed the reports:

• On the results of the business plan and investment programme
• On the progress on the higher-priority investment projects

Performance review of the Board of Directors

GRI 2-18

The performance of the Company’s Board of Directors and committees of the Company’s Board of Directors is assessed in the following ways: internal assessment (self-assessment) – annually, an external independent assessment (through the involvement of an independent consultant) – once every three years.

In the reporting year, JSC VTB Registrar conducted an external (independent) assessment of the performance of the Board of Directors of the Company, its members and committees of the Board of Directors of the Company for the 2024–2025 corporate year by analysing internal documents and decisions of the governing bodies and committees of the Board of Directors of the Company, questioning members of the Board of Directors and committees of the Board of Directors of the Company.

Based on the results of the assessment, the following conclusions were drawn:

• The development and implementation of a wide range of internal documents attests to the high level of maturity of the corporate governance system at PJSC Rosseti South. All key aspects of the work of the Board of Directors of the Company and the management of the Company are regulated, which contributes to transparency, efficiency and consistency of management processes. This approach is consistent with the best corporate governance practices recommended by both Russian and international standards.
• The Company meets the issuer’s requirements for corporate governance, which is a condition for inclusion of shares on the second level of listing on PJSC Moscow Stock Exchange.
• A systematic approach to succession management and reduction of onboarding time for new members of the Board of Directors of the Company (the presence of the guidelines on onboarding of newly elected member(s) of the Board of Directors, committees of the Board of Directors of the Company demonstrates a strategic approach to personnel planning, which allows not only to maintain stability in the management of the Company, but also to introduce new members of the Board of Directors of the Company with the necessary competencies in a timely manner).
• The operating procedure of the Board of Directors of the Company ensure a clear structuring of its activities, including the procedure for holding meetings, making decisions and interacting with executive bodies.
• The policies and regulations are aimed at ensuring the long-term sustainability of the business, minimising risks and improving the efficiency of the Company’s Board of Directors.
• The structure of the Board of Directors of the Company is balanced and optimal for the effective work of the Board of Directors of the Company and the current needs of the Company.
• Decision-making procedures comply with the Company’s established standards and ensure objectivity and transparency. The Board of Directors of the Company effectively interacts with the executive bodies of the Company, ensuring a balance of interests.

• The Board of Directors of the Company demonstrates its commitment to the principles of corporate governance and readiness to further improve its activities, ensuring sustainable growth, strategic prospects and development of the Company.
• During the reporting period, the Company’s Board of Directors reviewed strategic documents, including the business plan, investment programme and strategy implementation documents, taking into account the specific nature of the business and forecasted indicators. This indicates a high level of involvement in strategic planning, monitoring the implementation of policies in various areas of the Company’s activities.
• Information, organisational and legal support for the activities of the Board of Directors of the Company is provided at a high standard. The Board of Directors of the Company operates according to the approved plan, which includes all key issues of competence. The materials are comprehensive, well-organised, and visually appealing.
• The Company’s Board of Directors demonstrates high maturity in introducing new members, preventing conflicts of interest, and ensuring an adequate remuneration system.
• The number of independent directors on the Board of Directors of the Company complies with the current legislation and the requirements of the Moscow Stock Exchange; the Board of Directors of the Company is balanced in terms of composition and expertise, its structure is optimal; a high level of participation of members of the Board of Directors of the Company in meetings and absentee voting for decision-making by the Board of Directors of the Company is noted (99.8%).
• The Chairman of the Board of Directors of the Company has a high level of competence, knowledge and managerial skills, ensures effective organisation of the work of the Board of Directors of the Company and professional interaction between the members of the Board of Directors of the Company and the executive bodies of the Company, monitors the implementation of decisions of the Board of Directors of the Company and improves the quality of the work of the Board of Directors of the Company as a whole; the work of the Chairman of the Board of Directors of the Company is rated as highly effective.
• The Corporate Secretary of the Company performs their functions efficiently and to the highest standard, facilitates the exchange of information between members of the Board of Directors of the Company, the Company’s management and other participants in corporate relations, ensures compliance with procedures and regulations, and contributes to the development of the corporate governance system in the Company.