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    1. 4.1 The Memo of the Controlling Stockholder (PAO Rosseti) with Regard to the Controlled Grid Company
    2. 4.2 Corporate Governance Practices
    3. 4.3 General Meeting of Stockholders
    4. 4.4 Board of Directors’ Progress Report
    5. 4.5 Board of Directors Committees
    6. 4.6 Corporate Secretary
    7. 4.7 Executive Bodies
    8. 4.8 Remuneration and Compensation Policy
    9. 4.9 Settlement of Competing Interests
    10. 4.10 Risk Management, Internal Control and Internal Audit
    11. 4.11 Board of Internal Auditors
    12. 4.12 Auditor
    13. 4.13 Management of Subsidiaries and Affiliates
    14. 4.14 Stockholder Equity and Securities

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4.14 Stockholder Equity and Securities

As of 31.12.2025, the charter capital of the Company totaled RUBruble 8,743,048,571.1 (or 87,430,485,711 common shares with par value of RUBruble 0.1 each). PAOPublic Joint-Stock Company Rosseti Ural has not placed preferred shares.

Shares Quantity, pcs Nominal value
Outstanding ordinary shares 87,430,485,711 RUBruble 0.1
Authorized ordinary shares 2,475,713,367 RUBruble 0.1

There were no changes of the Company’s charter capital during 2025, no additional shares were issued or placed in 2025.

As of 31.12.2025, the register comprises 15,997 registered accounts, incl. 7 nominal holders, 98 legal entities, 15,746 individuals, 145 common-property accounts and 1 undefined owner account.

 

The Company’s shareholder structure as of 31.12.2025, %

PAOPublic Joint-Stock Company Rosseti Ural has no information on other blocks of stock over 5% except for these already disclosed above. Shares owned by the Company and its controlled entities: none. Information on certain stockholders’ potential or actual control, stretching out beyond their stakes in the charter capital (incl. shareholder agreements): none.

In 2025, changes occurred in the composition of entities entitled to directly or indirectly dispose of at least five percent of the votes pertaining to the Company’s voting shares: PAOPublic Joint-Stock Company Metcombank reduced its ownership stake from 20.00% to 17.71% in December 2025. Ordinary and preferred shares of unequal par value: none.

SHAREHOLDER RIGHTS

The Russian legislation guarantees that any common share gives equal rights to any shareholder. Therefore, our shareholders are entitled to:

  • participate in a General Meeting of Stockholders (in person or by proxy) with voting power on all respective matters;
  • introduce own proposals to the agenda of a General Meeting of Stockholders in a manner set forth by the Russian legislation and Company’s Charter;
  • obtain information on the Company and get familiarized with Company’s documents in line with Article 91 of the Federal Joint-Stock Companies’ Law, other regulatory enactments and Charter;
  • collect dividends announced by the Company;
  • preemptive acquisition of additional shares and convertible securities, placed by subscription, pro rata to the ownership in cases stipulated by the Russian legislation;
  • obtain parts of the Company’s property in case of its liquidation;
  • enjoy other rights guaranteed by the Russian legislation and Charter.

A stockholder or a group of stockholders with at least 2% of the voting stock are entitled to introduce issues to the agenda of a General Meeting of Stockholders and promote nominees for election to the Board of Directors and Board of Internal Auditors of the Company. A stockholder or a group of stockholders with at least 10% of the voting stock are entitled to initiate an extraordinary General Meeting of Stockholders of the Company.

The rights of stockholders are guaranteed by the following:

1) The Company publicly discloses:

  • the General Meeting of Stockholders notice and materials on agenda items within 30 days prior to the General Meeting;
  • recommendations provided by the Board of Directors regarding items of the General Meeting agenda through press releases, corporate actions/events and minutes of the Board of Directors’ meetings;
  • date when entities, entitled to participate in the General Meeting of Stockholders, are defined within 7 days prior to the record date;
  • minutes of the meetings of stockholders on the corporate web-site.

2) Shareholders of the Company are entitled to submit proposals for inclusion in the agenda of the annual General Shareholders’ Meeting no earlier than 1 July of the reporting year and no later than 1 March of the year following the reporting year.

3) Registration of entities, entitled to participate in the general meeting of stockholders, is stipulated in details by the Regulations on the General Meeting of Stockholders.

4) The Company’s registrar performs the functions of the Counting Commission during the general meeting of stockholders. Since December 2010 the Company’s registrar is AOJoint-Stock Company STATUS (official web-site: www.rostatus.ru).

5) Voting results at the general meeting of stockholders are announced prior to the conclusion of the meeting and disclosed in a statutory manner.

6) The Company has the Dividend Policy stipulating primary principles of dividend payments, mechanics of dividend decision-taking, procedure, deadlines and form of dividend payments. The relevant Policy is disclosed on the official web-site of the Company[1].

 

The decision to pay dividend allows stockholders to receive full details regarding dividend amount, payment procedure and deadlines.

THE COMPANY AND STOCK MARKET

State registration number 1-01-32501-D dated 03.05.2005
ticker MRKU
ISIN RU000A0JPPT1

Ordinary shares of the Company are traded on MOEX (Level 2 Quotation List) and SPB Exchange (Non-quotation List), they are also included into the MOEX SMID Index (MCXSM), weight: 0.87%, RTS Energy Sector Index (RTSeu), weight: 4.2%, RTS SMID Index (RTSSM), weight: 0.87%, RTS Broad Market Index (RUBrubleMI), weight: 0.08%, MOEX Broad Market Index (MOEXBMI), weight: 0.08%, Energy Sector Index (MOEXEU), weight: 4.2%.

Indicator 2023 2024 2025 2025/2024, %
Market capitalization as of the last trading day, RUBruble billion 32.2 29.9 41.5 +38.8
Trading volume, RUBruble million 8,374.3 13,368.4 6,458.2 -51.7
Trading volume, billion shares 22.0 45.2 22.8 -49.6
Transactions, thousand 436.6 487.3 341.7 -29.9

The Company’s market value as of the last trading day (30.12.2025) totaled RUBruble 41.5 billion.

Fluctuations of the PAOPublic Joint-Stock Company Rosseti Ural’s market capitalization in 2025, RUBruble billion

Source: Moscow Stock Exchange (www.moex.com)

Fluctuations of PAOPublic Joint-Stock Company Rosseti Ural’s stock quotes, indices of the Moscow Stock Exchange (IMOEX and MOEXEU) in 2025, %

Source: Moscow Stock Exchange (www.moex.com)

Russia’s economy in 2025 showed moderate GDPgross domestic product growth amid controlled inflation and a gradual reduction of the Bank of Russia’s key rate, spurring renewed investor appetite for income-generating assets such as bonds and dividend-paying equities. The market, however, remained constrained by limits on international settlements and heavy reliance on domestic investors supported by state-backed sectors — factors that prompted a broad reassessment of risks and a deep mid-year equity correction.

The IMOEX index began 2025 at around 2,883 points, climbing to a January–February peak of 3,371.06 before entering a prolonged correction. The year’s low came on October 27 at 2,457.87, after which the index partially recovered to close the year at 2,766.62 — down 4.04%. The downturn was driven largely by concerns over external demand, changes to fiscal policy, and mounting regulatory pressure on selected industries.

Against the wider market’s retreat, the power sector stood out as one of the few pockets of growth, supported by regulated increases in electricity transmission tariffs and the sector’s predictable cash flows. In July 2025, transmission tariffs rose roughly 11.6%, and the regulator’s plans for further hikes in 2026 bolstered investor expectations for stronger revenue and dividend growth.

Over the first two quarters of 2025, the Company’s share performance broadly mirrored the trends of the Moscow Exchange and Electric Power Industry indices. From the second quarter onward, however, on the back of stable operating and financial results, favorable sector news and dividend expectations, the Company’s shares decisively outpaced both IMOEX and MOEXEU. By year-end, the stock had gained 38.8%, while the Moscow Exchange index declined 4.04% and the Electric Power Industry index added 4.95%.

Rosseti Ural’s trading volume in 2025, RUBruble million (main market)

Source: Moscow Stock Exchange (www.moex.com)

Rosseti Ural’s trading volume in 2025, million shares  (main market)

Source: Moscow Stock Exchange (www.moex.com)

Number of transactions with PAOPublic Joint-Stock Company Rosseti Ural’s shares in 2025, thousand (main market)

Source: Moscow Stock Exchange (www.moex.com)

The trading volume in monetary terms totaled RUBruble 6,458.2 million (-51.7% on 2024).

In terms of sheer volume, approximately 22.8 billion shares changed hands (-49.6% on 2024).

The number of transactions totaled 341.7 thous. (-29.9% on 2024).

Bonds

No exchange-traded bonds were placed in 2025. In 2025, Series BO-03 exchange-traded bonds with an aggregate nominal value of RUBruble 10 million remained in free circulation (placement volume: RUBruble 3,000 million), as well as exchange-traded bonds of Series BO-04 with an aggregate nominal value of RUBruble 3 million (placement volume: RUBruble 4,000 million). The coupon rate for coupon periods 7 through 12 under the said bonds was set at 8.8% per annum. The exchange-traded bonds of Series BO-03 and BO-04 in the amount of 6,986,734 bonds with an aggregate value of RUBruble 6,986.734 million were repurchased by PAOPublic Joint-Stock Company Rosseti Ural under the put option on 31 October 2022 and held on the issuer’s treasury account with NKO AOJoint-Stock Company NSD. Pursuant to the decision adopted, the issuer prematurely redeemed the bonds of Series BO-03 and BO-04 on the date of payment of coupon income for the twelfth coupon period, i.e. on 22 October 2025. As of 31 December 2025, the Company had no outstanding bond issues in circulation. Throughout the entire circulation period of the securities and, in particular, in 2025, the Company duly fulfilled its obligations to pay coupon income on the bonds in a timely manner and in full.

The Company has a registered Series 001R Exchange-Traded Bond Program, identification number 4-32501-D-001P-02E dated 8 February 2017. Pursuant to the Program, the Company may place bonds with an aggregate volume of not more than RUBruble 25 billion. The maximum maturity of exchange-traded bonds placed under the Program is 30 years from the commencement date of placement of the relevant bond issue. The Program term is 50 years from the date the identification number is assigned to the Program.

ALLOCATION OF PROFIT AND DIVIDEND POLICY

The Company’s dividend policy focuses on the enhancement of the Company’s investment prospects and market value, balancing between interests of the Company and its stockholders. The Company’s dividend policy is stipulated by the Regulations on the Dividend Policy[63].

Fundamentals of the Company’s Dividend Policy

  • Compliance of the Company’s dividend accrual and payout practices with laws of Russia and corporate governance standards[64];
  • Optimum compromise between the interests of the Company and its stockholders;
  • Specification of a dividend size at a minimum of 50% of net income, presented in the financial statements (incl. consolidated statements, prepared under IFRSInternational Financial Reporting Standards), calculated in a manner stated by the Regulations;
  • Provision of possibility to pay quarterly dividends, provided that corresponding criteria are complied with;
  • Enforcement of utmost transparency (comprehensibility) of a tool for dividend size calculation and payout;
  • Enforcement of dividend upward trend, provided that Company’s net income keeps growing;
  • Availability of information on the Company’s dividend policy for stockholders and stakeholders;
  • Maintenance of required financial and technical condition of the Company (execution of investment program), enforcement of the Company’s development.

2022-2025 profit distribution*

Indicator FY2022 FY2023 FY2024financial year 2024
Unallocated profit (loss) of the reported period, incl: 3,269,162 12,864,396 14,249,959
  Reserve fund
  Enterprise development 1,173,453 8,107,303 7,625,352
  Dividends 2,095,709 4,757,093 6,624,607
  Recovery of losses of previous periods 0 0 0
*Allocation of profit, as stated in AGM resolutions[48,65,66]

COMMUNICATIONS WITH STOCKHOLDERS, INVESTORS AND OTHER STOCK MARKET PARTICIPANTS

PAOPublic Joint-Stock Company Rosseti Ural aims to promptly and regularly convey information about its operations to all those interested in receiving it to the extent necessary for them to make an informed decision about acquiring an interest in the Company or other actions that are capable of affecting the Company’s financial and business operations.

The Company maintains a special web-page (https://rosseti-ural.ru/en/ir/) with answers to frequently asked questions from stockholders and investors, a regularly updated calendar of corporate events, dividend history, key performance indicators as well as other information that investors and stockholders may find useful.

The Company also uses its official web-page at Interfax newswire system (https://www.e-disclosure.ru/portal/company.aspx?id=12105) to disclose corporate events or actions, annual and quarterly reports, accounting (financial) statements, statements, etc.

FREQUENTLY ASKED QUESTIONS AND ANSWERS

How can I know the exact amount of the Company’s shares owned by me?

To see the exact amount of the Company’s shares owned by you, you need to contact our registrar AOJoint-Stock Company STATUS at its HQheadquarters (located at: 23/1 Ulitsa Novokhokhlovskaya, Moscow, Russia, 109052) or its regional branches (explore the official registrar’s web-site at www.rostatus.ru to find the nearest office near you). Please, be aware that you should have your ID with you to pick up the account statement containing the exact amount of the Company’s shares owned by you.

I have problems with collecting dividends through my bank account, though general meetings of stockholders regularly vote for dividend allocation. What should I do to finally collect the dividends?

The problem seemingly lies in incorrect or fragmentary data regarding your bank account or taxpayer ID number. You should contact our registrar (AOJoint-Stock Company STATUS) to clear this up.

 I do not receive the voting papers from your company to be able to vote at general meetings of stockholders. What should I do to start receiving the voting papers?

The register seemingly contains incorrect address details. To alter it, you should contact any registrar’s office, nearest to you. The registrar alters the register only using relevant data of a questionnaire completed by the stockholder. This questionnaire can be downloaded from the official registrar’s web-site (www.rostatus.ru) for completion. Alteration services are to be paid for in line with the current fees disclosed by the registrar. Please, explore the official registrar’s web-site to find more details on alteration procedure.

Focus on ESG investors

To enhance confidence of investors, consumers and other stakeholders, the Company strives to disclose, to the greatest possible extent, information on sustainable development factors (ESG-factors), which are the focus of attention of socially responsible investors during their investment decision-taking.

[1] Section Incorporating Documents and Bylaws (Main/About us/ Incorporating Documents and Bylaws)