4.9 Settlement of Competing Interests

The Regulations on the Board of Directors[1] states that a Board of Directors member is obliged to notify the Board of Directors and Corporate Secretary of any potential conflict of interest and the grounds for such conflicts, incl. interest in a Company’s transaction, notify the Board of Directors and Corporate Secretary of any potential conflict of interest related to any agenda item prior to its review by the Board of Directors.

Besides, a Board of Directors member is obliged to:

• provide prior notification (incl. by completing and submitting a questionnaire, sent by the Company to a Board of Directors member) to the Corporate Secretary regarding the holding of positions in other legal entities, acceptance of an invitation to became a candidate to the Board of Directors (Supervisory Board) of another legal entity or any changes in permanent (primary) place of employment (service, entrepreneurial activity, etc.) as well as contact phone numbers and addresses to which correspondence may be sent;
• within 2 (two) months after s/he has or should have come to know of circumstances by virtue of which s/he may be acknowledged as interested in Company’s transactions, notify the Company of legal entities in which s/he, his/her spouse, parents, children, siblings and half-siblings, adoptive parents and adoptees and (or) their controlled firms, are controlling entities or entitled to instruct; legal entities in which government bodies are occupied by s/he, his/her spouse, parents, children, siblings and half-siblings, adoptive parents and adoptees and (or) their controlled entities; implemented or future transactions, known to him/her, in which s/he may be acknowledged as an interested entity;
• in the event of changes in information on legal entities in which s/he, his/her spouse, parents, children, siblings and half-siblings, adoptive parents and adoptees and (or) their controlled firms, are controlling entities or entitled to instruct; legal entities in which government bodies are occupied by s/he, his/her spouse, parents, children, siblings and half-siblings, adoptive parents and adoptees and (or) their controlled entities, after the Company receives the notification, stipulated by clause 1, art. 82 of the Federal Joint-Stock Companies Law, notify the Company of these changes within 14 (fourteen) days after s/he has or should have come to know of the changes

The Company also strives to prevent and minimize any consequences of possible conflicts of interest among its executives. The Company has a comprehensive system of dealing with conflicts of interest among executives that is aimed at preventing any potential conflicts of interest and minimizing their negative consequences to the interests of PAOPublic Joint-Stock Company Rosseti Ural.

The Regulations on the Executive Board [2] state that the Executive Board members are obliged:

• Within 2 (Two) months after an EB member has or should have come to know of circumstances by virtue of which s/he may be identified as interested in Company’s transactions, the member shall notify the Company of:
  • legal entities in which s/he, his/her spouses, parents, children, siblings and half-siblings, adoptive parents and adoptees and (or) their controlled firms, are controlling entities or entitled to instruct;
  • legal entities in which governing bodies are occupied by s/he, his/her spouses, parents, children, siblings and half-siblings, adoptive parents and adoptees and (or) their controlled firms;
  • implemented or future transactions, known to s/he, in which s/he may be identified as an interested entity.
• In the case of changes in the information on legal entities in which s/he, his/her spouses, parents, children, siblings and half-siblings, adoptive parents and adoptees and (or) their controlled firms, are controlling entities or entitled to instruct as well as on legal entities in which governing bodies are occupied by s/he, his/her spouses, parents, children, siblings and half-siblings, adoptive parents and adoptees and (or) their controlled firms, after the receipt by the Company of the notice, stipulated in Clause 1 of Article 82 of the Federal Joint-Stock Companies’ Law, to notify the Company on the change within 14 (Fourteen) days after s/he has or should have come to know of the changes;
• Communicate information on his/her possible conflict of interest to the Company in a timely manner.

In addition, simultaneous service of EB members on the management bodies or other paid positions in other companies shall be possible only if approved by the Board of Directors.