Executive governing bodies

The General Director and the Management Board of the Company are accountable to the General Meeting of Shareholders and the Board of Directors.

According to the Articles of Association of the Company, the General Director is elected by the Board of Directors and chairs the Management Board. The members of the Management Board are also elected by the Board of Directors on the proposal of the General Director; the number of members of the Management Board is determined by the decision of the Board of Directors and may not be less than 3 (three) persons.

General Director

In accordance with the Articles of Association of PJSC Rosseti South, the General Director of the Company manages the Company’s day-to-day operations in accordance with the decisions of the General Meeting of Shareholders of the Company, the Board of Directors of the Company and the Management Board of the Company, made within their respective areas of expertise.

The authority of the General Director of the Company includes issues related to the management of the Company’s day-to-day operations, except for issues within the purview of the General Meeting of Shareholders, the Board of Directors and the Management Board of the Company.

The General Director of the Company shall act on behalf of the Company without a power of attorney, subject to the restrictions stipulated by the legislation of the Russian Federation, the Articles of Association and decisions of the Board of Directors of the Company.

Relations of the General Director of the Company with the Board of Directors of the Company:

• The Board of Directors of the Company:
  • Elects the General Director of the Company and approves the terms of their employment contract, prematurely terminates the powers of the General Director of the Company.
  • Establishes the amount of remuneration and compensation to be paid to the General Director of the Company.
  • Approves key performance indicators and functional key performance indicators of the Company’s management, the procedure for calculating them, target values and reports on their achievement.
  • Approves the combination of positions in the governing bodies of other organisations and other paid positions by the General Director of the Company.
  • Makes recommendations to the General Director of the Company on any issues of the Company’s activities.
• The General Director of the Company regularly submits to the Board of Directors reports on the Company’s performance results, including reports on implementation of the duties and resolutions of the General Meeting of Shareholders and the Board of Directors by the General Director.

Since 28 December 2024, Alexey Rybin has been the General Director of the Company, who wasApproved by the General Meeting of Shareholders of the Company dated 10 June 2025 (Minutes No. 29 dated 11 June 2025). Until 10 June 2025, that version of the Regulations on the Management Board of the Company was in effect, which was approved by the decision of the annual General Meeting of Shareholders of the Company on 31 May 2019 (Minutes No. 20 dated 5 June 2019). elected to this position by the decision of the Board of Directors of the Company dated 26 December 2024 (Minutes No. 600/2024 dated 26 December 2024). For more details on Alexey Rybin, see the Composition of the Board of Directors and the Management Board subsections of the Corporate Governance Report section.

Management Board

Relations of the Board of Directors of the Company and Management Board of the Company

• The Board of Directors of the Company:
  • Elects the members of the Management Board of the Company and terminates their powers.
  • Sets the amount of remuneration and compensation to be paid to them.
  • Approves the combination of positions in the governing bodies of other organisations and other paid positions by the Management Board of the Company.
  • Makes recommendations to the General Director of the Company on any issues of the Company’s activities.
• The Management Board of the Company:
  • Develops and submits to the Board of Directors of the Company the priority areas of the Company’s activities, including those of the Company’s development strategies.
  • Preliminarily considers the most important issues falling within the competence of the Board of Directors of the Company and develops recommendations on them to the Board of Directors of the Company.
  • Prepares a business plan and a quarterly report on its execution, an annual report, reports on the Board’s implementation of decisions of the General Meeting of Shareholders of the Company, and the Board of Directors of the Company.

The Management Board of the Company acts on the basis of the Articles of Association of the Company and the Regulations on the Management BoardApproved by the General Meeting of Shareholders of the Company dated 10 June 2025 (Minutes No. 29 dated 11 June 2025). Until 10 June 2025, that version of the Regulations on the Management Board of the Company was in effect, which was approved by the decision of the annual General Meeting of Shareholders of the Company on 31 May 2019 (Minutes No. 20 dated 5 June 2019).. According to subpara 22.2 of art. 22 of the Articles of Association of PJSC Rosseti South, along with other issues, the competence of the Company’s Management Board includes the issue of exercising the powers of General Meetings of Shareholders (participants) of subsidiaries, all voting shares (stakes) of which belong to the Company, in accordance with their constituent documents or on other legal grounds.

Composition of the Management Board

The quantitative composition of the Company’s Management Board is determined by the decision of the Company’s Board of Directors dated 26 May 2023 (Minutes No. 523/2023 dated 29 May 2023) and consists of seven people.

From the beginning of the reporting year until 24 February 2025, the Management Board of PJSC Rosseti South included six people, and from 24 February 2025 – seven people (A. Tykushin, Deputy General Director for Sale of Services of the Company, was elected to the Management Board of the Company).

Events after the reporting date.

On 3 February 2026, by decision of the Board of Directors of PJSC Rosseti South (Minutes No. 655/2026 dated 3 February 2026), the personal composition of the Company’s Management Board underwent significant personnel changes:

• The powers of the members of the Management Board of the Company, K. Iordanidi, P. Goncharov, A. Chusovskoy, were terminated.
• Members of the Management Board of the Company were elected:
  • V. Mikhailov, First Deputy General Director of the Company – Chief Engineer
  • S. Zavorin, Deputy General Director for Economics and Finance of the Company
  • E. Armaganyan, Deputy General Director and Director of the Kubanenergo branch of PJSC Rosseti South

Information about the current Management Board of the Company is published on the Company’s website at: https://rosseti-yug.ru/korporativnoe-upravlenie/organy-upravleniya/pravlenie.

The personal composition of the Company’s Management Board as of 31 December 2025

All members of the Company’s Management Board are citizens of the Russian Federation.

The average age of the Management Board members is 51 years.

There is one woman on the Management Board of the Company.

None of the Management Board members held any positions in the governing bodies of any commercial organisations when bankruptcy procedures were initiated and/or implemented against these companies as specified by the insolvency (bankruptcy) laws of the Russian Federation.

None of the Company’s Management Board:

• Made any transactions with the Company in the reporting year;
• Received any loans (borrowings) from 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;
• Had a conflict of interest with members of the Board of Directors and executive bodies of PJSC Rosseti South (including those related to the participation of these persons in governing bodies of the Company’s competitors);
• Submitted information on certain shareholders that might purchase or purchased a degree of control disproportionate to their shareholdings in the Company, including under shareholder agreements, availability of ordinary shares with different share denomination;

Member of the Management Board of the Company, Pavel Goncharov, owned ordinary shares of PJSC Rosseti South in the amount of 0.000034% of the Company’s authorised capital. The remaining members of the Company’s Management Board do not own shares in PJSC Rosseti South, as well as shares in subsidiaries and affiliates of the Company. The Company had no information on transactions made by the members of the Management Board on acquiring or disposing the shares.

Performance of the Management Board

Absentee voting for decision-making by the Company’s Management Board in the reporting year was conducted in accordance with its action plans, as well as at the initiative of the Chairman of the Company’s Management Board. The members of the Company’s Management Board took an active part in the work of this governing body.

The action plan of the Company’s Management Board is formed in accordance with the decisions of the General Meeting of Shareholders of the Company and the Board of Directors of the Company, the Articles of Association of the Company, the instructions of the Board of Directors of the Company and the General Director of the Company, as well as on the proposals from management.