Annual General Meeting for 2021

The Annual General Meeting was held on June 30, 2022.

At the AGM shareholders voted to approve the following agenda items:

1. Approve PJSC Rostelecom’s Annual Report 2021.

   2021 Annual Report

   Appendix No.1 to the annual report 2021

2. Approve PJSC Rostelecom’s annual accounting (financial) statements for 2021.
3. Distribute PJSC Rostelecom’s net profit for 2021 in the amount of RUB 17,630,466,000 as follows:
   1. Allocate RUB 1,704,378,373.44 to increase the Company’s equity.
   2. Allocate RUB 15,926,087,626.56 to pay out the dividend for FY2021.
4.  
   1. Pay the FY2021 dividend in cash:
      • on PJSC Rostelecom’s Class A preference shares: in the amount of RUB 4,56 per share
      • on PJSC Rostelecom’s ordinary shares: in the amount of RUB 4,56 per share,

      which will total RUB 15,926,087,626.56 on all PJSC Rostelecom’s Class A preference shares and ordinary shares.

      Determine that dividend accrued to one shareholder of PJSC Rostelecom shall be rounded to the nearest kopeck using mathematical rounding rules.

   2. Set 20 July 2022 as the date of record for the FY2021 dividend payout.
      
      Dividend to a nominee shareholder or a trustee who is a professional securities market participant entered in the shareholders register shall be paid within 10 business days, and to other persons entered in the shareholders register – within 25 business days from the date of record.
5. Elect the following persons to the Board of Directors of PJSC Rostelecom:
   
   Information is not disclosed due to Decree of the Government of the Russian Federation No. 351 as of 12 March 2022.
6. Elect the following persons to the Audit Commission of PJSC Rostelecom:
   
   Information is not disclosed due to Decree of the Government of the Russian Federation No. 351 as of 12 March 2022.
7. Approve LLC Center of Auditing Technologies and Solutions as PJSC Rostelecom’s auditor for 2H 2022 and 1H 2023.
8.  

   1. Pay annual remuneration to each member of PJSC Rostelecom’s Board of Directors who was not a public official or PJSC Rostelecom’s employee and who performed the duties of a member of the Board of Directors in the period from the Annual General Shareholders’ Meeting for 2020 and until the Annual General Shareholders’ Meeting for 2021 as follows:

      • Up to RUB 4,000,000 for serving on the Board of Directors; a coefficient of 1.5 is used to calculate the remuneration payable to the Chairman of the Board of Directors
      • Up to RUB 400,000 for serving on the Audit Committee of the Board of Directors; a coefficient of 1.25 is used to calculate the remuneration payable to the Chairman of the Audit Committee of the Board of Directors
      • Up to RUB 320,000 for serving on the Strategy Committee, the Nomination and Remuneration Committee, the Corporate Governance Committee, and the Investment Committee of the Board of Directors; a coefficient of 1.25 is used to calculate the remuneration payable to the chairmen of the above committees of the Board of Directors
   2. Reimburse members of the Board of Directors for expenses related to the performance of their duties as members of the Board of Directors in accordance with Regulations on the Board of Directors of PJSC Rostelecom.
9.  
   1. Pay annual remuneration to each member of PJSC Rostelecom’s Audit Commission who was not a public official or PJSC Rostelecom’s employee and who performed the duties of a member of the Audit Commission in the period from the Annual General Shareholders’ Meeting for 2020 and until the Annual General Shareholders’ Meeting for 2021 in the amount of RUB 800,000; a coefficient of 1.3 is used to calculate the annual remuneration payable to the Chairman of the Audit Commission, and a coefficient of 1.1 is used to calculate the annual remuneration payable to the Secretary of the Audit Commission.
   2. Reimburse members of the Audit Commission for expenses related to the performance of their duties as members of the Audit Commission in accordance with Regulations on the Audit Commission of PJSC Rostelecom.
10. Approve version No. 22 of PJSC Rostelecom’s Charter.

    Charter of PJSC Rostelecom (version No. 22)

11. Approve version No. 12 of PJSC Rostelecom’s Regulations on the General Shareholders’ Meeting.

    Regulations on the General Shareholders’ Meeting of PJSC Rostelecom (version No. 12)

12. Approve version No. 17 of PJSC Rostelecom’s Regulations on the Board of Directors.

    Regulations on the Board of Directors of PJSC Rostelecom (version No. 17)

13. Approve version No. 6 of PJSC Rostelecom’s Regulations on the President.

    Regulations on the President of PJSC Rostelecom (version No. 6)

14. Approve version No. 8 of PJSC Rostelecom’s Regulations on the Management Board.

    Regulations on the Management Board of PJSC Rostelecom (version No. 8)

15. Approve version No. 6 of PJSC Rostelecom’s Regulations on the Audit Commission.

    Regulations on the Audit Commission of PJSC Rostelecom (version No. 6)

AGM materials