PRINCIPLES FOR THE DETERMINATION AND AMOUNT OF REMUNERATION PAID TO MANAGEMENT AND CONTROL BODIES

According to the Regulation on Remuneration and Compensation Paid to Members of the Board of Directors of the Company (hereinafter referred to as the "Regulation on Remuneration"), the total amount of remuneration and compensation paid to members of the Board of Directors and to members of the Audit Commission is approved by the General Meeting of Shareholders

For participation in the work of the Board of Directors and/or committees of the Board of Directors, members of the Board of Directors are entitled to the following types of remuneration.

Basic remuneration is paid for:

  1. participation in in-person meetings of the Board of Directors;
  2. participation in strategic or budget sessions;
  3. participation of a member of the Board of Directors at the request of the Chairman of the Board of Directors, chairmen of the committees of the Board of Directors or the CEO in meetings of thematic working groups, meetings or discussions related to the activities of the Company and its subsidiaries that are held at the Company’s office or elsewhere.

Compensation for performing additional duties is paid for:

  1. performing the duties of a member of a Board of Directors committee;
  2. performing the duties of the Chairman of a Board of Directors committee;
  3. performing the duties of the Chairman of the Board of Directors.

Members of the Board of Directors who are residents of the Russian Federation are paid remuneration in Russian rubles. Members of the Board of Directors who are not residents of the Russian Federation are paid remuneration in a foreign currency at the exchange rate of the Bank of Russia on the date of payment.

In accordance with the Regulation on Remuneration, each member of the Board of Directors may be reimbursed for the following expenses:

  • actually incurred and documented transportation costs associated with the travel of a member of the Board of Directors to the venue of a meeting of the Board of Directors and/or a Board of Directors committee and back, other transportation costs incurred in connection with travel associated with the Board of Directors;
  • living expenses of a member of the Board of Directors during meetings of the Board of Directors and/or meetings of Board of Directors committees;
  • expenses for meals for a member of the Board of Directors during meetings of the Board of Directors and/or meetings of Board of Directors committees;
  • miscellaneous expenses (payment for communications, fuel, meals and entertainment expenses, etc.).

The maximum amount of compensation for expenses for members of the Board of Directors is approved by the General Meeting of Shareholders upon a proposal of the Board of Directors.

Based on a decision of the Annual General Meeting of Shareholders of June 26, 2019, and the Annual General Meeting of Shareholders of June 22, 2020, the following amount of remuneration was determined to be paid to members of the Board of Directors:

  • Remuneration for members of the Board of Directors in a total amount not exceeding RUB 52,000,000 for the period from July 2019 to June 2020 and not exceeding RUB 52,000,000 for the period from July 2020 to June 2021 ;
  • Reimbursement of expenses incurred by members of the Board of Directors as part of the performance of the functions of members of the Board of Directors, in a total amount not exceeding RUB 10,000,000 for the period from July 2019 to June 2020 and not exceeding RUB 10,000,000 for the period from July 2020 to June 2021 .

In relation to the members of the Management Board, the authorized bodies in the reporting year did not make decisions on the amount of remuneration to be paid or on the amount of expenses subject to compensation. Individual members of the Management Board receive remuneration as employees of the Company who work for the Company and perform work duties not related to the performance of their duties as members of the Management Board. There are no other agreements regarding the amount of remuneration to be paid or the amount of expenses subject to compensation.

Compensation paid in 2020, RUB ths

Board of Directors

Type of renumeration for 12 months ending on December 31, 2020
Remuneration for participation in the work of the executive body 32,798
Wages 0
Performance bonuses 0
Fees 0
Other types of remuneration 0
Total 32,798

Management Board

Type of renumeration for 12 months ending on December 31, 2020
Remuneration for participation in the work of the executive body 0
Wages 771
Performance bonuses 0
Fees 0
Other types of remuneration 0
Total 771

Reimbursement

Type of renumeration for 12 months ending on December 31, 2020
Board of Directors 215
Management Board 0