AGM 11.06.2025

Regulations Procedures for convening and holding Materials Decisions

NOTICE on holding the annual meeting of the General Meeting of Shareholders
of Rosseti Centre, PJSC

Public Joint stock company «Rosseti Centre» announces the holding of the annual meeting of the General Meeting of Shareholders with the following agenda:

On approval of the annual report of the Company for 2024.
On approval of the annual financial statements of the Company for 2024.
On distribution of profits (including the payment (declaration) of dividends) and losses of the Company based on the results of 2024.
On election of members of the Board of Directors of the Company.
On election of members of the Audit Commission of the Company.
On appointment of the audit organization of the Company.
On approval of the Articles of Association of Rosseti Centre, PJSC in a new edition.
On approval of the Regulation on the General Meeting of Shareholders of Rosseti Centre, PJSC in a new edition.
On approval of the Regulation on the Board of Directors of Rosseti Centre, PJSC in a new edition.
On approval of the Regulation on the Audit Commission of Rosseti Centre, PJSC in a new edition.
On approval of the Regulation on the Management Board of Rosseti Centre, PJSC in a new edition.
On approval of the Regulation on the payment of remuneration and compensation to members of the Board of Directors of Rosseti Centre, PJSC in a new edition.
On approval of the Regulation on the payment of remuneration and compensation to members of the Audit Commission of Rosseti Centre, PJSC in a new edition.

The method of decision-making by the General Meeting of Shareholders of Rosseti Centre, PJSC: a meeting, voting at which is combined with absentee voting.

Date of the meeting: 11 June 2025.

Time of the meeting: 10 hours 00 minutes local time.

Closing date for accepting ballot papers for absentee voting: 8 June 2025.

Venue of the meeting: Moscow, Mezhdunarodnoye Shosse, 28 B, building 5 (Hotel "Sheraton Skypoint Luxe", Grand Ballroom).

Registration of persons entitled to vote in making decisions by the General Meeting of Rosseti Centre, PJSC: 9 hours 00 minutes local time.

Date on which persons entitled to vote in making decisions by the General Meeting of Shareholders of Rosseti Centre, PJSC are determined (recorded): 17 May 2025.

Categories (types) of shares whose owners have the right to vote on all issues on the agenda: ordinary shares.

We would like to draw the attention of shareholders registered in the register of shareholders of the Company to the need to promptly update their data in the register of shareholders, including full name / name, identity document / state registration document, date of birth, registration address, postal address, TIN, bank details, email address.

Persons entitled to vote in making decisions by the General Meeting of Shareholders of the Company may familiarize themselves with the information (materials) provided in preparation for the annual meeting of the General Meeting of Shareholders of Rosseti Centre, PJSC from May 2025 to 11 June 2025 from 10 hours 00 minutes to 17 hours 00 minutes local time, excluding weekends and holidays, at the following addresses:

Russia, Moscow, Malaya Ordynka St., 15, Rosseti Centre, PJSC;
Russia, Moscow, Pravdy St., 23, JSC VTB Registrar.

The specified information is also posted on the Company's website: https://www.mrsk-1.ru/.

Information (materials) provided in preparation for the annual meeting of the General Meeting of Shareholders of the Company will also be available to persons participating in the annual meeting of the General Meeting of Shareholders of the Company during its holding.

If the person registered in the register of shareholders of the Company is a nominal holder of shares, the specified information (materials) is provided in accordance with the rules of the legislation of the Russian Federation on securities for the provision of information (materials) to persons exercising rights under securities.

Completed voting ballots can be sent to one of the following postal addresses:

119017, Russia, Moscow, Malaya Ordynka St., 15, Rosseti Centre, PJSC;
127137, Russia, Moscow, p/o box 54, JSC VTB Registrar.

Voting ballots must be signed by the person entitled to vote when decisions are made by the General Meeting of Shareholders, or by his representative, with his own handwritten signature.

Persons entitled to vote when making decisions by the General Meeting of Shareholders of the Company are provided with technical conditions for participating in voting at the meeting by filling out an electronic form of ballots (hereinafter referred to as electronic ballots) on the website of JSC VTB Registrar, which is the holder of the register of owners of the Company's securities. Such participation is carried out through the “Shareholder's Personal Account” service on the Registrar's website at https://www.vtbreg.ru/.

To connect to the “Shareholder’s Personal Account” service, you must:

for individual shareholders:
- fill out the electronic Application form on the Registrar’s website at https://www.vtbreg.ru/;
- submit an Application to any division of JSC VTB Registrar listed on the website at https://www.vtbreg.ru/;
- use a temporary login and password to access the “Shareholder’s Personal Account”, information about which is available in the bulletins sent to shareholders by mail.
for shareholders who are legal entities:
- submit an Application in paper form to any division of JSC VTB Registrar listed on the website at https://www.vtbreg.ru/.

Shareholders also have the option of logging into the “Shareholder’s Personal Account” using the State Services portal account (ESIA) or using an electronic signature on a SIM card (1C-SIM service).

Filling out and sending an electronic ballot to the Registrar in the “Shareholder’s Personal Account” is possible both at the stage of early voting (no later than two days before the date of the meeting) and during the meeting.

In addition, the owner of securities, the rights to which are recorded by a nominal holder or a foreign nominal holder, has the right to participate in the meeting in person, including through his representative, or by giving instructions to the nominal holder or foreign nominal holder to vote in a certain way, if this is provided for by the agreement concluded with the nominal holder or foreign nominal holder.

When determining the quorum and summing up the voting results, the votes of shareholders are taken into account:

who are registered to participate in the meeting, including using the “Shareholder’s Personal Account” on the Registrar’s website at https://www.vtbreg.ru/;
whose ballots will be received and (or) the electronic form of whose ballots will be filled out in the “Shareholder’s Personal Account” on the Registrar’s website at https://www.vtbreg.ru/ no later than 08 June 2025;
who provided persons recording their rights to shares with instructions on voting in accordance with the rules of the legislation of the Russian Federation on securities, if messages about their expression of will are received no later than 08 June 2025.

Shareholders of the Company who voted in absentia have the right to participate in the annual meeting of the General Meeting of Shareholders of the Company without the opportunity to vote thereon.

During the preparation for the meeting, the Company maintains a telephone channel for communication with shareholders: 8 (495) 747-92-92 (30-37). The Company also uses a special e-mail address for communication with shareholders: ir@mrsk-1.ru and provides a forum on agenda issues on the Company's website at the address: https://www.mrsk-1.ru/about/management/controls/forum/.

Contact person: Svetlana Vladimirovna Lapinskaya – Corporate Secretary of the Company.

Board of Directors of Rosseti Centre, PJSC

IMPORTANT INFORMATION FOR SHAREHOLDERS!

On 11 June 2025, you can get to the venue of the annual meeting of the General Meeting of Shareholders of Rosseti Centre, PJSC at the address: Moscow, Mezhdunarodnoye Shosse, 28 B, building 5 (Hotel "Sheraton Skypoint Luxe", Grand Ballroom) as follows:

By public transport:
- from the Planernaya metro station - Sheraton Skypoint Luxe
  Bus № 817 (towards the region) to the stop “Melkisarovo”, then 2 minutes on foot;
- from the Rechnoy Vokzal metro station - Sheraton Skypoint Luxe
  Bus № 851, № 400 (towards the region) to the stop “Butakovo”, transfer to Bus № 817 to the stop “Melkisarovo”, then 2 minutes on foot.
By private transport:
- Exit from the Third Transport Ring onto Leningradsky Prospect (towards the region).

When registering, persons arriving to participate in the annual meeting of the General Meeting of Shareholders of of Rosseti Centre, PJSC on 11 June 2025, must present the following documents:

Shareholders (individuals) – identity documents.
Representatives of shareholders (individuals) – documents certifying the identity of the representative and powers of attorney on behalf of the shareholders, executed in accordance with the procedure established by the legislation of the Russian Federation, and legal representatives of shareholders (shareholder) – documents confirming their authority.
Representatives of shareholders (legal entities) - documents certifying the identity of the representative and powers of attorney on behalf of the shareholders, executed in accordance with the procedure established by the legislation of the Russian Federation.
Directors of shareholders (legal entities) – documents certifying the identity of the director.
Heirs and legal successors of persons included in the list of persons entitled to vote when making decisions by the General Meeting of Shareholders of the Companies - documents certifying identity and confirming legal succession in accordance with the requirements of the legislation of the Russian Federation.

ATTENTION!

In accordance with the Company’s Articles of Association, starting in 2026 (from the next General Meeting of Shareholders of the Company), voting ballots will be sent to shareholders only by e-mail to the addresses specified in the register of shareholders of the Company.
In accordance with Federal Law No. 287-FZ of 08.08.2024, starting from 01.09.2027, dividends will be paid to persons whose rights to shares are recorded in the register of shareholders of Rosseti Centre, PJSC by transferring funds to their bank accounts, the details of which are available to the Company's registrar – JSC VTB Registrar.

To ensure the possibility of receiving ballots by e-mail and/or receiving dividends on a bank card or bank account, a shareholder must update his/her questionnaire.

Updating the data of registered persons in the register of shareholders of the Company is carried out by JSC VTB Registrar. According to the approved tariffs of the Registrar, from 11.01.2025, making changes to the questionnaire data of the shareholders of the Company is FREE (the current price list of the registrar's services is posted on its website at https://www.vtbreg.ru/shareholder/registrar/).

Documents required for making changes may be submitted to the Registrar by shareholders in person, by an authorized representative, or by mail:

to the Registrar's central office at the following address: 127015, Moscow, Pravda St., 23, bldg. 10 (https://www.vtbreg.ru/feedback/);
to any division of the Registrar (https://www.vtbreg.ru/company/regional/);
to the Registrar's transfer agents (https://www.vtbreg.ru/feedback/transfer-agenty/);
electronically through the “Shareholder's Personal Account” on the Registrar's website (https://pos.vtbreg.ru/).

More information on the procedure for updating personal data in the register of shareholders can be found on the Registrar's website in the section Shareholder Services / Making Changes to Personal Account Information about a Registered Person (https://www.vtbreg.ru/shareholder/operations/operations-109/), as well as in the Frequently Asked Questions section (https://www.vtbreg.ru/shareholder/questions-answers/). The Registrar's website in the section Shareholder / Personal Account of a Shareholder, Bondholder, Unit Holder, etc. (https://www.vtbreg.ru/shareholder/personal/) contains the necessary brief instructions for registering in the “Shareholder's Personal Account” and making changes to the register of shareholders through the “Shareholder's Personal Account”.

Also, in order to simplify the procedure for updating the data of a registered person in the register of shareholders, on the Company's website in the section Investors and Shareholders / Attention to Shareholders (https://www.mrsk-1.ru/investors/attention_to_shareholders/shareholder-register-updating-data/) there is a detailed instruction on remotely updating the information through the “Shareholder's Personal Account” on the Registrar's website.

We inform you that in accordance with Federal Law No. 39-FZ of 22.04.1996 "On the Securities Market", if the person for whom a personal account has been opened has not provided information on the change in his/her data, the Company and the Registrar shall not be liable for any losses caused to such person due to failure to provide information.

If the shareholder's data in the register of shareholders has not changed, we recommend that you send an application to the Registrar to confirm the relevance of the personal account data of the registered person - a free service of the Registrar (the form of the application to confirm the relevance of the personal account data of the registered person is posted on the Registrar's website at https://www.vtbreg.ru/shareholder/forms-of-documents/).

For questions about making changes to the register of shareholders, re-registration of ownership of shares and provision of information from the register of shareholders, please contact the Registrar:

Joint Stock Company VTB Registrar;
registered office: 127015, Moscow, Pravda St., 23;
postal address: 127137, Moscow, p.o. box 54;
phone: +7 (495) 787-44-83;
website: https://www.vtbreg.ru/.

Registrar's support service for issues with the Shareholder's personal account:

phone: +7 (495) 640-1-112;
e-mail: edo@vtbreg.ru.

For any additional questions, you can contact the Company's specialists, whose contact information is posted on the Company's website in the Investors and Shareholders / Contact Information section (https://www.mrsk-1.ru/investors/contacts/).

Shareholders of the Company, whose rights to shares are recorded in depositories (with nominee holders), are recommended to contact the depositories at the place of share recording to make changes to the share recording system in terms of personal data.

pdf AGM items. General information 644 Kb

pdf Item 1.Annual Report 2024 approval 801 Kb