P. S. Grachev's track record with the Company Board of Directors and Committees under the Company Board of Directors in 2016 to 2021, as well as his active stands in the discussions at in-person meetings, have been demonstrating his ability to provide independent, unbiased and fair judgments, since the P. S. Grachev's stands as to 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 the occurrence of his nominal relatedness to a material 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.

In 2020, 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 3 to the Minutes

Having assessed the compliance of M. S. Bystrov, a member of the Board of Directors of the Company, as an independent candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2021, with the criteria for determining the independency of the Board of Directors members, as envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations (Nominations) Committee (Minutes No. 111 dated May 21, 2021) established that M. S. Bystrov is not a party related to: ? 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, 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.

his period of being a member of the Board of Directors of the Company amounted to over 7, but less than 12 years in

aggregate; ? the Company substantial counterparties: ATS JSC, SO UES JSC, CFR JSC, Market Council TC ANO**,

Karachaevo-Cherkesskenergo JSC, Kabbalkenergo JSC, PJSC FGC UES, EENS JSC***, and STC UPS Protivoavariynoe

Upravlenie JSC****, 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 reporting date preceding the

counterparties' assessment of the counterparties to identify substatial ones, and/or 2% of the revenues of each of

the counterparties for the preceding fiscal year, and as regards liabilities to PJSC FGC UES, SO UES JSC and JSC

CFS exceeds 2% of the Company's revenue under consolidated statements prepared under IFRS for the preceding fiscal

year, and also exceeds 2% of the book value of the Company assets as of the reporting date preceding the

counterparties' assessment to identify substatial ones.

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, EENS JSC 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. 785-r dated March 30, 2021 of the Government of the Russian Federation

(hereinafter, the Russian Government), M. S. Bystrov was nominated, by the Russian Federation, to the Company Board

of Directors 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 2021 (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. Joining 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. Such contract has been entered into in accordance with Article 32, Clause 1 of the 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, "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; ? 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 offtaker

having addressed them, by entering into public contracts with the latter. Under contracts,

Karachaevo-Cherkesskenergo JSC and Kabbalkenergo JSC sell electric power to the Company for business and

administrative needs thereof. The payment is made at the price and/or pursuant to the price determination procedure

fixed as per the provisions, as in force on the payment date, of Federal Laws, other regulations, as well as acts

adopted by the authorized bodies in the sphere of state regulation of tariffs; ? STC UPS Protivoavariynoe Upravlenie JSC is a Competency Center for mathematical, digital and physical

modeling/simulation of power systems, research of electrical modes, steady-state and transient stability,

development and design of devices and systems for relay protection, mode and emergency control, and development of

specialized software; furthermore, STC UPS Protivoavariynoe Upravlenie JSC is the only organization that has

technical equipment, unique in Russia, to perform real-time validity checks of settings and algorithms of physical

and digital models/simulators of power systems, with such services having no equivalent replacement in the market.

The contracts between the Company and STC UPS Protivoavariynoe Upravlenie JSC were entered into for the purposes of

implementing measures of accident rate reduction at the industrial sites specified in a range of binding documents; ? PJSC FGC UES is an organization for managing the unified national (all-Russian) power grid under

Article 8 of the Federal Law "On Electric Power Industry" and provides services for the transmission of electricity

under conditions of natural monopoly. As a participant in the wholesale electricity and capacity market, the

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