Committees of the Board of Directors

The primary function of the committees is to conduct comprehensive preliminary reviews of matters within the Board’s remit and to provide formal recommendations to support Board decision‑making.

Committees are established by Board resolution. Committee membership is determined at the first Board meeting or absentee voting following the General Shareholders Meeting, with members serving until the election of the successor Board. The committees function as advisory bodies to the Board of Directors that ensure the Board’s effective performance of its functions. They provide the Board of Directors with expert opinions and recommendations on matters within their remit in accordance with committee regulations approved by the Board of Directors’ resolutionsUntil 30 December 2025, the Regulations on the Strategy, Investments and General Affairs Committee of the Board of Directors of FESCO, Regulations on the Audit Committee of the Board of Directors of FESCO, and Regulations on the Human Resources and Remuneration Committee of the Board of Directors of FESCO, approved by resolution of the Board of Directors dated 28 November 2022 (Minutes No. 22/22 dated 29 November 2022), were in effect. By resolution of the Board of Directors dated 30 December 2025, revised versions of these regulations were approved (Minutes No. 28/25 dated 30 December 2025). and published on the Company website www.fesco.ru and on the Internet.

The committees may engage independent consultants and experts to fulfil their responsibilities. Results of consideration of committee agenda items are incorporated into materials for the Board of Directors meetings / absentee voting.

Each committee’s powers and compositional requirements, working procedures, goals, objectives, and remits are defined in their respective regulations.

The Company has three committees of its Board of Directors:

• Strategy, Investments and General Affairs Committee;
• Human Resources and Remuneration Committee;
• Audit Committee.

At year‑end 2025, the Strategy, Investments and General Affairs Committee and the Human Resources and Remuneration Committee comprised five members each, while the Audit Committee comprised three members.

Strategy, Investments and General Affairs Committee

This Committee enhances Board efficiency and quality through preliminary consideration of critical matters related to business planning, investments, and development strategy for the Company and its controlled entities and affiliates.

Its key tasks include:

• determining strategic development goals, supervising strategy execution, and calibrating the existing development strategy;
• developing priority activities;
• developing recommendations on the Dividend Policy;
• evaluating long‑term performance;
• reviewing and developing recommendations regarding equity stakes in other entities;
• considering the financial model of the Company and/or its business segments;
• developing recommendations for management on determining the Company’s sustainable development priorities;
• evaluating long‑term sustainable development performance results.

Human Resources and Remuneration Committee

This Committee ensures Board performance efficiency and quality in addressing personnel and social policy matters, including remuneration policy and other personnel management matters across the Company and its controlled entities and affiliates.

Its key tasks include:

• determining the remuneration policy for members of the governing bodies of the Company, its controlled entities and affiliates, as well as overseeing its implementation;
• determining the remuneration and motivation system policy for employees of the Company, its controlled entities and affiliates;
• determining the terms for concluding and early termination of employment contracts with members of the Company’s executive bodies and other key officers;
• assessing the Company’s current and expected needs for the professional qualifications of members of the Company’s executive bodies and other key employees, aligned with competitive and strategic development of the Company, its controlled entities and affiliates;
• ensuring self‑assessments and external reviews of the Board and its committees, and vetting Board members and candidates for independence, professional expertise, and alignment with business needs.

Audit Committee

The Audit Committee plays a key role in the Company’s audit and control systems over its financial and economic activities. This Committee assists the Board in effectively controlling the Company’s financial and economic activities.

Its key tasks include:

• verifying the completeness, accuracy and reliability of accounting (financial) statements;
• analysing material aspects of the Company’s Accounting Policy;
• overseeing the reliability and effectiveness of the risk management, internal control and corporate governance frameworks, including assessing the effectiveness of the risk management and internal control procedures of the Company, its controlled entities and affiliatesControlled and dependent legal entities of FESCO in accordance with the terminology of FESCO’s Articles of Association., corporate governance practices, and preparing proposals for their improvement;
• drawing conclusions on the risk appetite and its indicators, and on the results of assessing the risk management and internal control effectiveness;
• reviewing, prior to Board approval, of the draft Risk Management and Internal Control Policy, as well as analysing and assessing the implementation of the Risk Management and Internal Control Policy;
• reviewing, prior to Board approval, of the draft Internal Audit Policy of the Company and subsequent amendments to it;
• overseeing the external audit process and evaluating the quality of the audit and the auditors’ reports.

Committees report

Remuneration policy for members of the Board of Directors