Listingrule s

ANNEX 4

to the Listing Rules

Board of Directors (Supervisory Board) Independence Criteria

This Annex sets out the independence criteria for the members of the issuer's board of directors (supervisory board) (hereinafter, the board of directors), including the affiliation criteria and their materiality.

1. 
   A material shareholder of the issuer shall be understood as a person entitled, directly or indirectly (via persons controlled by it), on its own or jointly with other persons bound to it under a fiduciary property management agreement and/or simple partnership agreement and/or agency agreement and/or shareholder agreement and/or another agreement regulating the exercise of the rights certified by the issuer's shares (participatory interests), to dispose of 5 or more percent of the votes attaching to the voting shares representing the issuer's charter capital.
   

A group of entities whereof the issuer's material shareholder is part shall be understood as the legal entities controlled by the issuer's material shareholder and/or legal entities controlled by the persons that also controls the material shareholder (including such material shareholder and/or the person controlling the material shareholder). The concept of a group of entities whereof the issuer's material shareholder is part shall not apply where the Russian Federation, a constituent entity of the Russian Federation, or a municipality is the material shareholder.

2. 
   A material counterparty of the issuer shall be understood as a person that is the party to agreement(s) with the issuer, whereby the amount of obligations is 2 or more percent of the book value of the issuer's or such person's consolidated assets as of the reporting date preceding the assessment of the counterparty materiality, or 2 or more percent of the issuer's or such person's consolidated revenues (income) for the complete calendar year preceding the assessment of the counterparty materiality. If the counterparty's consolidated financial statements are not available, the accounting statements of such counterparty may be used for comparison purposes.
   

3. 
   The affiliates of an individual shall be understood as: the spouse, parents, children, adopting parents, adopted, full and half brothers and sisters, grandparents and any other person living together and sharing the household with such individual.
   

4. 
   A person shall be regarded as an affiliate of the issuer, among other things, if it and/or its affiliates:
   

1) are or for the last 3 years were members of the executive bodies or employees of the issuer, an entity controlled by the issuer and/or the asset management company of the issuer;
2) are members of the board of directors of the legal entity that controls the issuer, or of an entity controlled by, or controlling, such legal entity;
3) during any of the last 3 years received remuneration and/or other tangible benefits from the issuer and/or other entities controlled thereby in amounts exceeding one half of the basic (fixed) annual fee of a member of the issuer's board of directors*;
4) are the legal owners or beneficiaries of the issuer's shares** that amount to more than 1 percent of the issuer's charter capital or all of the issuer's voting shares, or the market value of which is more than 20 times higher than the annual fixed fee of a member of the issuer's board of directors;
5) are members of executive bodies and/or employees of a legal entity whose remuneration is determined (considered) by the compensation committee of such legal entity board of directors, if any member of the executive bodies and/or employee of the issuer is a member of the compensation committee of such legal entity;
6) provide consulting services to the person that controls the issuer or to the legal entities controlled by the issuer, or are members of the governance body and/or the executive bodies of the entities that provide such services to the issuer or the above-mentioned legal entities, or employees of such entities directly engaged in the provision of such services;
7) provide or during the last 3 years provided, to the issuer or legal entities controlled thereby, services in the areas of appraisals, tax advice, auditing or accounting services, or during the last three years were members of the governance body and/or executive bodies of the entities that provided such services to the above-mentioned legal entities, or of the issuer's rating agency, or were the employees of such entities or such rating agency directly engaged in the provision of the respective services to the issuer.
Furthermore, a person shall be considered an affiliate of the issuer if it occupied the office of a member of the issuer's board of directors for more than 7 years. The calculation of the time served by the director on the issuer’s board of directors shall take into account the time served by the director on the board of directors of the reorganised legal entity whom the issuer succeeded.
In this regard, for the purposes of ascertaining the independence of a nominee to (or an elected member of) the board of directors, a nominee to (or an elected member of) the board of directors that occupied the office of a board of directors’ member from seven to twelve years, may be not considered an affiliate of the issuer, provided that a respective decision is made by the board of directors.

5. 
   A person shall be regarded as an affiliate of the issuer's material shareholder, among other things, if it and/or its affiliates:
   

1) are employees and/or members of executive bodies of the issuer's material shareholder (or of a legal entity from the group of entities whereof the issuer's material shareholder is part);
2) during any of the last 3 years received remuneration and/or other tangible benefits from the issuer's material shareholder (or a legal entity from the group of entities whereof the issuer's material shareholder is part), in amounts exceeding one half of the basic (fixed) annual fee of a member of the issuer's board of directors***.
3) are members of the boards of directors in more than two legal entities controlled by the issuer's material shareholder or the person controlling the issuer's material shareholder.

6. 
   A person shall be regarded as an affiliate of the issuer's material counterparty or competitor, among other things, if it and/or its affiliates:
   

1) are employees and/or members of the governance body and/or executive bodies of the issuer's material counterparty or competitor, as well as legal entities controlling the issuer's material counterparty or competitor or any entities controlled thereby;
2) are the legal owners or the beneficiary of the shares (participatory interests) in a material counterparty or competitor of the issuer that amount to more than 5 percent of the charter capital or the total number of voting shares (participatory interests).

7. 
   A person shall be deemed affiliated with the government or a municipality, among other things, if such person:
   

1) is or was for 1 year preceding election to the board of directors of the issuer, a government or a municipal employee, an official of government authorities, or an employee of the Bank of Russia;
2) represents the Russian Federation, a constituent entity of the Russian Federation or a municipality on the board of directors of the issuer in relation to which it was decided to use the special right to participate in governance (the "golden share");
3) has the duty to vote on any one or more matters reserved for the issuer's board of directors, in accordance with a directive issued by the Russian Federation, a constituent entity of the Russian Federation, or a municipality;
4) is or was for 1 year that preceded election to the issuer's board of directors, an employee or a member of the governance body of an entity controlled by the Russian Federation, a constituent entity of the Russian Federation or a municipality, an employee of a government or a municipal unitary enterprise or establishment (with the exception of employees of a state or municipal educational or academic organisation engaged in tuition or academic activities who are not appointed (approved) to the office of the chief executive officer or another office in such state or municipal educational or academic organisation by decision or with the consent of a government (or municipal) authority), if such person is nominated for election to the board of directors of the issuer in which the Russian Federation, a constituent entity of the Russian Federation or a municipality controls over 20 percent of the issuer's charter capital or voting shares.


* The actual income received from the issuer and/or the entities controlled thereby during any of the last 3 years shall be compared to the level of the basic (fixed) annual fee that accrues to independent directors at the time of assessing independence, in accordance with the remuneration policy applicable to the members of the issuer's board of directors. If a remuneration policy does not exist or is inaccessible, the basic (fixed) annual fee effectively approved for such directors at the most recent annual general shareholders' meeting shall be used as an estimate of the director's expected basic (fixed) fee. An analysis of tangible benefits shall not take into account and payments and/or compensations received by the above-mentioned persons by way of remuneration and/or compensation of expenses for their performance of the duties of a member of the board of directors (a member of committee) of the issuer and/or an entity controlled thereby, including those related to the insurance of their liability as members of the board of directors, as well as incomes and other payments received by the above-mentioned persons on the securities of the issuer and/or an entity controlled thereby.
** The individual that, by reason of its participation in the company, on the basis of a contract or otherwise, receives the economic benefits from owning the shares (participatory interests) in, and/or from disposing of the votes attaching to the shares (participatory interests) that make up the company charter capital, shall be considered the beneficiary of the company shares.
*** An analysis of tangible benefits shall not take into account and payments and/or compensations received by the above-mentioned persons by way of remuneration and/or compensation of expenses for their performance of the duties of a member of the board of directors (a committee of the board of directors) of the material shareholder of the issuer (or a legal entity from the group of entities whereof the issuer's material shareholder is part), including those related to the insurance of their liability as members of the board of directors, as well as incomes and other payments received by the above-mentioned persons on the securities of the material shareholder of the issuer (or a legal entity from the group of entities whereof the issuer's material shareholder s part).