Public Joint Stock Magnitogorsk Iron & Steel Works : Decisions adopted by the Board of Directors of PJSC MMK on 24.04.2020

The first issue of the agenda of absentee voting "Forecast about the results of financial and economic activities of PJSC MMK and the MMK Group for Q1 2020 and forecasts until the end of 2021".

It is hereby resolved:

"Take note of the information about the results of financial and economic activities of PJSC MMK and the MMK Group for Q1 2020 and forecasts until the end of 2020".

The second issue of the agenda of absentee voting"On MMK's priority area of activity: "Social Strategy": Implementation of the strategic initiative "Improving the Health of Workers".

It is hereby resolved:

"1 To take note of the information on the issue "Key priority for PJSC MMK activity is "Social Strategy": Implementation of the strategic initiative "Improving the Health of Workers".

2 To amend the Strategic Initiatives Portfolio for 2016-2025 approved by MMK's Board of Directors in the MMK Group Strategic Development Plan for the period until 2025 by excluding the Strategic Initiative "Improving the Health of Workers".

The third issue of the agenda of absentee voting "On MMK's priority area of activity: "Safe Production": Implementation of the strategic initiative "Intolerance for labor safety violations".

It is hereby resolved:

"1 To take note of the information on the issue "Key priority for PJSC MMK activity is "Safe Production": Implementation of the strategic initiative "Intolerance for labor safety violations".

2 Continue implementation of the Program of Actions to Implement the Strategic Initiative "Intolerance for Labor Safety Violations".

The forth issue of the agenda of absentee voting "Results on the achievement of key performance indicators in 2019".

It is hereby resolved:

"Take note of the information on the level of compliance with key performance indicators in 2019".

The fifth issue of the absentee voting agenda "Approval of PJSC MMK Sustainability Report for 2019". It is hereby resolved:

"1 Pursuant to sub-clause 11.18.63 of clause 11.18 of Article 11 of MMK's Charter, to approve MMK's 2019 Sustainability Report"

2 To entrust the sole executive body, the General Director of MMK, to continue the work on the project 'Implementation of Sustainability Practices, Building a Data Collection System for Non-Financial Reporting and Preparation of a Sustainability Report, Obtaining an ESG Rating'.

The sixth issue of the absentee voting agenda "Convening the Annual General Meeting of Shareholders of PJSC MMK - determining the procedure for holding the Annual General Meeting of Shareholders, date, place and time, mailing address to which completed ballots shall be sent, and determining the start time for registration of persons participating in the Annual General Meeting of Shareholders of PJSC MMK"

It is hereby resolved:

"1 Pursuant to Article 11 of the Russian Federal Law No. 17-FZ dated 24.02.2021, Articles 47, 47, 54 and 65 of the Russian Federal Law "On Joint Stock Companies", Clauses 10.2 and 10.21, subclauses 11.18.43 and

11.18.45 of Clause 11.18 of the MMK Charter, to convene the Annual General Meeting of MMK's shareholders and to determine:

- the form of Annual General Meeting of Shareholders: absentee voting.

- the deadline for the acceptance of voting ballots (date of voting ballots submission): May 29th, 2020;

- Postal address for the delivery of completed ballots: Magnitogorsk Branch of Joint Stock Company Registrar

Society "STATUS", Karl Marx prospect, 212, Magnitogorsk, 455008; Chelyabinsk region

- website address, where the electronic form of the voting ballots can be completed: https://online.rostatus.ru/

- the e-mail address to which the persons entitled to participate at the general meeting of shareholders can send their completed voting ballots: [e-mail].

2 To cancel the previous decision of MMK's Board of Directors dated 28.02.2020 (Minutes No. 13) on items 1-

2 and 4 of the second agenda item: "Convening MMK's Annual General Meeting of Shareholders - determining the form of the meeting, date, place and time of the Annual General Meeting of Shareholders, postal address to which completed ballots should be sent, and determining the start of registration of persons participating in MMK's Annual General Meeting of Shareholders."

The seventh issue of the absentee voting agenda "Approval of the agenda of the Annual General Meeting of Shareholders of PJSC MMK".

It is hereby resolved:

"Pursuant to Articles 2 of the Russian Federal Law no.50-FZ dated 18.03.2020, Articles 47, 48, 49, 53, 54, and 65 of the Russian Federal Law On Joint-Stock Companies, Clause 1 of Article 14 of the Federal Law On Accounting and Clause 10.3 of the MMK's Charter, to approve the agenda of MMK's Annual General Shareholders Meeting:

1 Approval of the annual report, annual accounting (financial) statements of PJSC MMK based on the results of 2019 reporting year.

2 Distribution of profit, including payment (declaration) of dividends upon the results of 2019 reporting year.

3 Election of members of the Board of Directors of PJSC MMK. 4 Approval of the auditor of PJSC MMK .

5 Approval of the amount of remuneration and compensation to be paid to the members of PJSC MMK's Board of Directors".

The eighth issue of the absentee voting agenda "Preparation to the Annual General Meeting of Shareholders of PJSC MMK": Including of candidates into the list of nominees for election to the Board of Directors of MMK.

It is hereby resolved:

"1 Pursuant to par. 7 of Article 53 of the Russian Federal Law On Joint-Stock Companies, subpar. 10.12.3 of the MMK's Charter and Article 4 of the Regulation on the Board of Directors, to include the following candidates in the list of candidates to be elected by voting to the Board of Directors of PJSC MMK:

1 Viktor F. Rashnikov;

2 Andey A. Eremin;

3 Olga V. Rashnikova;

4 Sergey N. Ushakov;

5 Pavel V. Shilyaev.

2 Pursuant to Article 53 of the Federal law On Joint-Stock Companies, pars. 10.11-10.14 of the MMK's Charter and Article 4 of the Regulation on the Board of Directors of PJSC MMK and with due regard for the proposal of MMK's shareholder - Mintha Holding Limited, which was considered at the meeting of MMK's Board of Directors on 28.02.2020 (Minutes no.13), to include the following candidates in the list of candidates to be elected by voting to the Board of Directors of PJSC MMK:

1 Viktor F. Rashnikov;

2 Andey A. Eremin;

3 Kirill Yu. Levin;

4 Walery Marcinowicz;

5 Morgan Ralph Tavakolian;

6 Nikolay A. Nikiforov;

7 Olga V. Rashnikova;

8 Zumrud Kh. Rustamova;

9 Sergey N. Ushakov;

10 Pavel V. Shilyaev.

3 In accordance with the Corporate Governance Code recommended for application by the Central Bank of Russia's letter No. 06-52/2463 dated 10.04.2014, with due regard to the Listing Rules of Moscow Exchange MICEX-RTS Public Joint Stock Company and pursuant to sub-clause 10.12.3, clauses 11.5-11.8 of MMK's Charter, Articles 2 and 4 of MMK's Regulations on the Board of Directors, in order to comply with best corporate governance practices, to recommend that shareholders, when electing members to MMK's Board of Directors at the Annual General Meeting of MMK's shareholders, vote for candidates who meet the independence criteria: 1 Walery Marcinowicz;

2 Morgan Ralph Tavakolian;

3 Nikolay A. Nikiforov."

The ninth issue of the absentee voting agenda Approval of the BoD's Report on development of MMK's top-priority goals in 2019".

It is hereby resolved:

"1 Take note of the information on the results of PJSC MMK's development in its priority areas of activity during 2019.

2 Approve the BoD's report on the results of PJSC MMK's development in its priority areas of activity during 2019".

The tenth issue of the absentee voting agenda "Preliminary approval of the MMK's Annual Report for 2019 (together with annual financial (accounting) statements".

It is hereby resolved:

"1 Pursuant to paragraph 4 of Article 88 of the Russian Federal Law On Joint Stock Companies to preliminarily approve the MMK's annual report for 2019."

2 To submit MMK's Annual Report for 2019 and the Company's Annual Accounting (Financial) Statements for 2019 to the Annual General Meeting of Shareholders for approval.

The eleventh issue of the absentee voting agenda "Recommendation to the Annual General Meeting of MMK's Shareholders on the distribution of profits based on the results of 2019 reporting year"

It is hereby resolved:

"To recommend to the Annual General Meeting of MMK shareholders to approve distribution of MMK's profit based on the results of 2019 reporting year including dividends paid for Q1 of 2019 reporting year in the amount of RUB 16,627.4 mln (1.488 rubles per share including tax), dividends paid for six months of 2019 reporting year in the amount of RUB 7,710.3 million (0.690 rubles per share including tax), and dividends

paid for nine months of 2019 reporting year in the amount of RUB 18,437.6 million (1.650 rubles per share including tax)".

The twelfth issue of the absentee voting agenda "Recommendation to the AGSM on the size of remuneration and compensation paid to the members of the Board of Directors".

It is hereby resolved:

"Pursuant to paragraph 2 of article 64 of the Russian Federal Law On Joint Stock Companies, to recommend to PJSC MMK's Annual General Shareholders Meeting to determine the size of remuneration and compensations to be paid to the members of the MMK's Board of Directors in the amount of RUB 80 million for their service in 2020-2021".

The thirteenth issue of the absentee voting agenda "On determining the size of MMK's auditor's remuneration" Recommendation to the Annual General Meeting of Shareholders on the nominee for MMK's auditor.

It is hereby resolved:

"1 To determine the size of MMK's auditor's remuneration in 2020 to be RUB 44,000.00 (net of VAT).

2 Recommend the Annual General Meeting of Shareholders of MMK to approve JSC PricewaterhouseCoopers Audit as MMK's auditor for 2020.

The fourteenth issue of the absentee voting agenda "Determining the list of information (materials) to be provided to the shareholders for preparation to the annual general shareholders meeting of PJSC MMK and the procedure for providing it."

It is hereby resolved:

"1 Pursuant to Clause 3 of Article 52, Clause 1 of Article 54, Clause 1.1 of Article 81 of the Russian Federal Law On Joint Stock Companies, Clauses 3.3 and 3.4 of the Regulations on General Shareholders Meetings, approved by the Central Bank of Russia's Letter No. 660-P dated 16.11.2018, Sub-clauses 10.9 and 11.18.44 of MMK's Charter, Clause 5.3 of the Regulations on MMK's General Shareholders Meeting, Clause 6.2 of the Regulations on MMK's Information Policy to define the list of information (materials) to be provided to persons entitled to attend the annual general shareholders meeting:

• the Company's Annual Report;
• the Company's annual accounting (financial) statements;
• the Report of the Company's Auditor on the results of the audit of the annual accounting (financial) statements;
• Assessment of the Auditor's report on the results of the audit of the annual accounting (financial) statements, prepared by the Audit Committee;
• recommendations of the Company's Board of Directors regarding the distribution of profit, including the size of dividends on the Company's shares and the procedure for the payment thereof based on the results of the reporting year, as well as a substantiation for the proposed distribution of net profit and an assessment of its compliance with the dividend policy adopted by the Company;
• information about the candidate for the Company's auditing organization (full company name, registered office, license number, date of issue, issuing authority and license validity period);
• an excerpt from the Minutes of the meeting of the Board of Directors regarding the entry of candidates into the list of nominees for election to the Board of Directors;
• information about candidates to the Board of Directors of the Company (including information about independent directors, the Board of Directors' recommendations to shareholders about the need to elect independent members to the Board of Directors);
• recommendation of the Board of Directors to the General Meeting of the Shareholders on the amount of remunerations and compensations to be paid to members of the Board of Directors;
• the Report on the Company's interested-party transactions made in the reporting year;
• draft resolutions of the Annual General Meeting of Shareholders on the items on the agenda.

Shareholders may access this information as from April 28, 2020 through the Company's Internet website at

thefollowingaddress: http://mmk.ru/corporate_governance/disclosure_of_information/materials_to_the_shareholders_meeting/, as well as, if there are no obstacles (restrictions) related to the measures taken in the Russian Federation and (or) the Chelyabinsk region to ensure the sanitary-epidemiologicalwell-being of the population in connection with the spread of a new coronavirus infection (COVID-19), at the following addresses: Magnitogorsk Branch of STATUS Joint Stock Company, 212, Karl Marx prospect, Magnitogorsk; or Shareholders Relations Department of PJSC MMK, Pushkina prospect 6, (offices 421 and 426), Magnitogorsk, on business days from

09.00 a.m. till 5:30 p.m. (on Friday from 09.00 a.m. till 4:15 p.m), lunch break from 12:00 p.m. to 1:00 p.m., local time. For more detailed information on the agenda, please call: [phone],25-45-73, 25- 60-22, or contact us via e-mail: [e-mail], [e-mail].

2 Pursuant to clause 5.2 of the Regulations on the General Meeting of Shareholders of PJSC MMK, to approve the form and wording of the notice to shareholders on holding the Annual General Meeting of Shareholders of

PJSC MMK.

The fifteenth issue of the absentee voting agenda "Determining the form and text of the voting ballot as well as the wording of resolutions on the issues on the agenda of MMK's Annual General Meeting of

Shareholders".

It is hereby resolved:

"Pursuant to paragraph 1 of Article 54, paragraph 5 of Article 60 of the Federal Law of the Russian Federation "On Joint Stock Companies", subparagraphs 2.25, 2.26, 2.27, 2.28 and 2.29 of the "Regulations on General Meetings of Shareholders" approved by Order No. 660-P of the Central Bank of the Russian Federation on 16.11.2018, and paragraphs 12.3 and 12.4 of Article 12 of the "Regulations on the General Meeting of Shareholders of PJSC MMK" to approve:

1 the format and wording of the voting ballot on the agenda for the Annual General Meeting of Shareholders of PJSC MMK;

2 the wording of the decisions on the agenda of the Annual General Meeting of Shareholders of PJSC MMK, which should be sent in electronic form (in the form of an electronic document) to nominee shareholders registered in the register of shareholders of PJSC MMK.

The sixteenth issue of the absentee voting agenda"Approval of the Report on Interested Party Transactions entered into by PJSC MMK in 2019 reporting year".

It is hereby resolved:

"Pursuant to subclause 1.1 of clause 1 of Article 81 of Federal Law "On Joint Stock Companies" to approve the Report on Interested Party Transactions entered into by PJSC MMK in 2019 reporting year".

The seventeenth issue of the absentee voting agenda "Review of the report on the performance of the MMK BoD's committees in 2019 -2020".

It is hereby resolved:

"To acknowledge the performance of the Committees of the Board of Directors of MMK for 2019-2020 as satisfactory"

The eighteenth issue of the absentee voting agenda "Consideration of the report of the individual executive body, General Director of PJSC MMK, on complying with the recommendations of the MMK's Audit Committee.

It is hereby resolved:

"1 To take note of the statements of the executive bodies regarding the implementation of decisions of the Board of Directors of MMK over the period from 22.04.2019 to 16.04.2020.

2 Discontinue the control over the decisions of the Board of Directors of PJSC MMK.

The nineteenth issue of the absentee voting agenda "Invalidation of PJSC MMK's internal document": Regulations on the procedure for preparing MMK's annual report.

It is hereby resolved:

"Pursuant to sub-clause 11.18.33 of clause 11.18 of Article 11 of MMK's Charter, to declare the Regulations on the procedure for preparing MMK's annual report as no longer applicable"