Listingrule s

1. For the issuer's shares to be included in Level One, such issuer shall meet the following requirements*:
1) The board of directors (supervisory board) elected by the issuer (hereinafter, the board of directors) shall include, among others, persons each of which shall be sufficiently independent for formulating a position of their own and shall be capable of making objective judgment free from the influence of the issuer's executive bodies, certain groups of shareholders, or other stakeholders, and shall possess a sufficient degree of professionalism and experience (hereinafter, an independent director). The number of independent directors shall be not less than one fifth of all board of directors’ members and shall not be less than three.
A member of the board of directors, as a rule, cannot be an independent director if he:
a) is affiliated with the issuer;
b) is affiliated with a material shareholder of the issuer;
c) is affiliated with a material counterparty of the issuer;
d) is affiliated with a competitor of the issuer;
d) is affiliated with the government (the Russian Federation, or a constituent entity of the Russian Federation) or a municipality.


The independence of the members of the board of directors shall be determined in accordance with the Board of Directors (Supervisory Board) Member Independence Criteria set out in Annex 4 of these Rules (hereinafter, the Independence Criteria).


2) The issuer's board of directors shall establish an audit committee, headed by an independent director, the core functions of which shall, among other things, include:
a) control of the assurance of completeness, accuracy and reliability of the issuer's financial statements;
b) control of the reliability and efficiency of the risk management and internal control system;
c) assurance of independence and objectiveness of the internal and external audit functions;


The audit committee shall consist of independent directors or, where this is not possible for objective reasons, independent directors shall constitute the majority of the committee members, while other committee members may be members of the board of directors other than the chief executive officer and/or the members of the collegiate executive body of the issuer.

3) The issuer's board of directors shall establish a compensation committee**, the core functions of which shall, among other things, include:

a) development and periodic revision of the issuer's policy of remuneration of the members of the board of directors, the sole executive body and members of the issuer's collegiate executive body, oversight of such policy implementation and delivery;
b) preliminary assessment of the performance of the issuer's executive bodies based on the year results in accordance with the issuer's compensation policy;
c) development of the conditions of early termination of employment contracts with the sole executive body and the members of the issuer's collegiate executive body, including all tangible liabilities of the issuer and the conditions of their provisions;
d) development of recommendations for the board of directors as regards determination of the amount of compensation and the principles underlying provision of incentives to the issuer's corporate secretary (head of the structural unit that performs the functions of the corporate secretary);


The compensation committee shall consist of independent directors or, where this is not possible for objective reasons, independent directors shall constitute the majority of the committee members, while other committee members may be members of the board of directors other than the chief executive officer and/or the members of the collegiate executive body of the issuer.


4) The issuer's board of directors shall establish a nomination (HR, appointments) committee (hereinafter, the nomination committee) **, the core functions of which shall, among other things, include:
a) annual detailed formal self-assessment or external performance assessment of the board of directors and individual board members, as well as board committees, determination of priority areas for the reinforcement of the board of directors’ capability;
b) interaction with shareholders, not to be limited to the major shareholders, with the purpose of the development of recommendations for the shareholders in relation to the voting on the election of nominees to the board of directors of the issuer;
c) planning of staff appointments, in particular, taking into account business continuity issues, of members of the collegiate executive body and of the chief executive officer, development of recommendations for the board of directors as regards nominees to the position of the corporate secretary (head of the structural unit that acts as the corporate secretary), members of the entity executive bodies and other key executives;


The majority of the nomination committee members shall be independent directors, while other committee members may be members of the board of directors, other than the chief executive officer and/or members of the issuer's collegiate executive body.


5) The existence of the issuer's corporate secretary or the special structural unit(s) performing the functions of the corporate secretary, with the following functions among other things:
a) support of the issuer's interaction with the regulatory authorities, trading authorities, the registrar, other professional securities market participants, within the corporate secretary's terms of reference;
b) prompt notification of the board of directors of any findings of violation of the law or the entity internal documents insofar as compliance with such documents is part of the entity corporate secretary's functions.


The corporate secretary (or the special structural unit performing the functions of the corporate secretary) may perform other functions as set out in the regulations of the corporate secretary (or of the special structural unit performing the functions of the corporate secretary).


The corporate secretary (the head of the structural unit performing the functions of the corporate secretary) shall report to the issuer board of directors, and shall be appointed to, and removed from, his office by the issuer's chief executive officer, subject to the consent of, or coordination with, the board of directors.

6) The existence of the regulations of the issuer's corporate secretary (special structural unit(s) performing the functions of the corporate secretary) developed with reference to the provisions of the Code of Corporate Governance recommended by the Bank of Russia. In this regard, if such regulations do not conform to the Code of Corporate Governance recommended by the Bank of Russia, explanations of the reasons for such non-conformance shall be disclosed.