accordance with the WECM Rules and Joining Contract provisions. Considering the above, P. S. Grachev has no opportunity to influence the terms and conditions of the CCT Agreements between the Company and PJSC FGC UES. Throughout the period of filling the Board Member vacancy, P. S. Grachev has been involved actively in the activities of the Board of Directors of the Company - he has been participating in the absolute majority of meetings held by the Board of Directors and Committees under the Board of Directors of the Company (including those of the Board of Directors, Audit Committee, HR and Remunerations (Nominations) Committee, Strategy Committee, and Far East Power Industry Development Committee, as held since the beginning of 2020). P. S. Grachev's track record with the Company Board of Directors and Committees under the Company Board of Directors in 2016 - 2020, as well as his active stands in the discussions at the in-person meetings, have been demonstrating his ability to provide independent, unbiased and fair judgments, since the P. S. Grachev's stands as to the agenda items of meetings of the Board of Directors and the Committees are based on his professional expertise and experience, being rational and independent, and the nature of resolutions adopted by P. S. Grachev previously and at present allow coming to a conclusion that occurrence of his nominal relatedness to a substantial counterparty of the Company will affect neither independence of P. S. Grachev, nor his ability to act for the benefit of the Company and all shareholders thereof. P. S. Grachev signed a Declaration of a Member of the Board of Directors of the Company Recognized as Independent, in the form recommended by Moscow Exchange. * P. S. Grachev is a member of the Board of Directors of PJSC FGC UES. Schedule No. 8 to the Minutes Having assessed the compliance of M. S. Bystrov, a member of the Board of Directors of the Company, with the criteria for determining the independency of the Board members, as envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations (Nominations) Committee (Minutes No. 105 dated December 21, 2020) established that M. S. Bystrov is not a party related to: ? the Company competitors; ? the state (the Russian Federation, a Russian Federation constituent entity), or any municipal entity. According to the assessment results, for M. S. Bystrov, a criteria were revealed of being related to: ? a substantial Company shareholder - the Russian Federation**, as M. S. Bystrov is a Board Member at more than two organizations controlled by the Russian Federation, namely Rosseti PJSC, SO UES JSC, and RusHydro; ? the Company - M. S. Bystrov has been a Member of the Board of Directors of the Company since 2013, i.e. as of June 28, 2020, the period of his holding the Board Member position amounted to over 7, but less than 12 years (7 years 3 months). ? the Company substantial counterparties: ATS JSC, SO UES JSC, CFR JSC, Market Council TC ANO***, Karachaevo-Cherkesskenergo JSC, Kabbalkenergo JSC***, STC UPS Protivoavariynoe Upravlenie JSC****, and PJSC FGC UES*****, because the amount of liabilities under agreements between the Company and each of the aforesaid counterparties has exceeded 2% of the book value of assets as of the immediately preceding reporting date and/or 2% of the revenues for the preceding fiscal year, of each of the counterparties, and as regards liabilities to PJSC FGC UES also exceeds 2% of the Company's revenue under consolidated statements prepared under IFRS for the preceding fiscal year. The HR and Remunerations (Nominations) Committee under the Board of Directors of the Company established that the existing relation to the Company, its substantial counterparties and its substantial shareholder, is of nominal nature, and recommended the Board of Directors of the Company to recognize M. S. Bystrov as an Independent Director. M. S. Bystrov's relatedness to the Company substantial counterparties: ATS JSC, SO UES JSC, CFR JSC, Market Council TC ANO, Karachaevo-Cherkesskenergo JSC, Kabbalkenergo JSC, STC UPS Protivoavariynoe Upravlenie JSC, PJSC FGC UES, and with the Company substantial shareholder is of nominal nature and cannot affect his ability to form unbiased and independent opinions as to the agenda items considered by the Board of Directors and act for the benefit of the Company and all shareholders thereof, due to the reasons as follows: ? Pursuant to Order No. 804-r dated March 30, 2020 of the Government of the Russian Federation (hereinafter, the Russian Government), M. S. Bystrov was nominated, by the Russian Federation, to the Company Board Members as an Independent Director, thereby there is no duty for M. S. Bystrov to vote in pursuance of the Russian Government directives, if elected into the Board of Directors in 2020 (Clause 16 of Regulation No. 738 of the Government of the Russian Federation dated December 03, 2004); ? ATS JSC***** (Wholesale Electricity and Capacity Market Trading System Administrator Joint Stock Company) is a wholesale electricity and capacity market (hereinafter, the wholesale market) commercial operator, and renders services, to the Company, in the sphere of arranging electricity and capacity trading at the wholesale market, as prescribed by Article 33, Clause 7 of Federal Law No. 35-FZ dated March 26, 2003, "On Electric Power Industry" (hereinafter, the Russian Federal Law on the Electric Power Industry), under the Contract for Joining the Wholesale Market Trading System. The Contract terms and conditions are and shall be binding on the parties. Commercial relations between the Company and ATS JSC are based on the principle of non-discriminatory access to the services providable by the wholesale market commercial infrastructure organizations (Article 20 of the Russian Federal Law on the Electric Power Industry) and the principle of the state regulation of tariffs for the wholesale market commercial operator's services (Article 23.1 of the Russian Federal Law on the Electric Power Industry); ? SO UES JSC (System Operator of the Unified Energy System Joint-Stock Company) renders services, to the Company, in the operational dispatch management in the electric power industry owing to its system operator's status assigned thereto by Article 12, Clause 1, of the Russian Federal Law on the Electric Power Industry, under the Contract for Joining the Wholesale Market Trading System. Commercial relations between the Company and SO UES JSC are based on the principle of non-discriminatory access to the operational dispatch management in the electric power industry (Article 20, Clause 6, of the Russian Federal Law on the Electric Power Industry) and the principle of the state regulation of tariffs for the operational dispatch management services (Article 23.1 of the Russian Federal Law on the Electric Power Industry); ? CFR JSC (Center of Financial Settlements Joint-Stock Company) is a Russian Federation wholesale electricity and capacity market commercial infrastructure organization that ensures functioning of the wholesale market contractual structure and the system of financial settlements between the market participants, and renders services, to the Company, in estimating requirements and liabilities under the Contract for Joining the Wholesale Market Trading System. The said Contract was executed in pursuance of Article 32, Clause 1, of the Russian Federal Law on the Electric Power Industry, and Clause 40 of Rules of the Wholesale Electricity and Capacity Market as approved by the Russian Government Resolution No. 1172 dated December 27, 2010) (hereinafter, the "WECM Rules"). Commercial relations between the Company and CFR JSC are based on the principle of non-discriminatory access to the services providable by the wholesale market commercial infrastructure organizations (Article 20 of the Russian Federal Law on the Electric Power Industry). The amount of payment for the CFR JSC service package, the same for all counterparties, is and shall be as approved by the NP Market Council Association Supervisory Board; ? Market Council TC ANO (NP Market Council Training Center Continuing Professional Education Autonomous Non-Commercial Organization) established under NP Market Council Association, a wholesale and retail electricity and capacity trading infrastructural organization, renders services, to the Company, in educating and training specialists in the sphere of arranging effective wholesale and retail electricity and capacity trading system. Whereas wholesale market regulations, as approved by the NP Market Council Association Supervisory Board (hereinafter, the "WECM Regulations"), change regularly, for the purposes of maintaining high level of knowledge in the area of wholesale market procedures and obtaining information on the wholesale market actual and planned changes, the Company employees must be trained at the original source of the changes, namely at Market Council TC ANO. Contracts for education and training, between the Company and Market Council TC ANO, are concluded on an arm's length basis; ? Karachaevo-Cherkesskenergo JSC and Kabbalkenergo JSC are the only guaranteed supply companies in the territory where they operate, that acquire energy resources at the wholesale market and sale them to any
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