02 PJSC PhosAgro structure of foreign companies

Report on Compliance with the Principles and Recommendations of the Corporate Governance Code

Report on transactions made by PJSC PhosAgro in the reporting year 2020 deemed interested party transactions under the Federal Law On Joint-Stock Companies

List of transactions made by PJSC PhosAgro in the reporting year 2020 deemed major transactions under the Federal Law On Joint-Stock Companies

APPENDICES Appendices to the

Integrated annual report PJSC PhosAgro for 2020

PJSC PHOSAGRO STRUCTURE OF FOREIGN COMPANIES1

REPORT ON COMPLIANCE WITH THE PRINCIPLES AND RECOMMENDATIONS OF THE CORPORATE GOVERNANCE CODE

This Report on Compliance with the Principles and Recommendations of the Corporate Governance Code was reviewed by the Board of Directors PJSC PhosAgro at the meeting held on date – April, 14 2021 (minutes number w/No on date – April, 15 2021). The Board of Directors confirms that the material presented herein contains comprehensive and reliable information on the Company's compliance with the principles and recommendations of the Corporate Governance Code for the 2020 reporting year.

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle
1.1		The Company shall ensure equal and fair treatment of all shareholders when they exercise their right to participate in the Company's governance.
1.1.1	The Company should create the most favour able conditions for its shareholders to enable them to participate in the general meeting and to develop informed positions on issues on its agenda, as well as to provide them with the opportunity to coordi nate their actions and express their opinions on issues being discussed.	1. The Company's internal docu ment approved by the General Meeting of Shareholders and governing the procedures for holding the General Meeting is in the public domain.	COMPLIED partially complied did not comply
		2. The Company provides an easy to-access way to communicate with the community, such as a hotline, email or Internet forum that enables shareholders to express their opinion and to put forward issues for the agenda pending preparation for the General Meeting. These actions were taken by the Company the day before each general meet ing held in the reporting period.
1.1.2	Procedures for notifica tion of the General Meet ing and the provision of materials for it should enable shareholders to	1. The notice of the General Meet ing of Shareholders was posted (published) on the website at least 30 days prior to the date of the General Meeting.	COMPLIED partially complied did not comply
	properly prepare for participation therein.	2. The meeting notice specifies the venue of the meeting and the documents required to get access to the premises.
		3. Access to the information on the individuals who proposed the agenda items and those who nominated candidates to the Board of Directors and the Internal Audit Commission of the Company was provided to shareholders.

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle
1.1.3	During the prepara tion for, and holding of, the General Meeting, shareholders should be able to freely receive information on a timely basis about the meeting and its materials, to pose questions to members of the Company's executive bodies and Board of Di rectors, and to commu nicate with each other.	1. The shareholders were enabled to ask members of the execu tive bodies and members of the Company's Board of Directors before and during the Annual General Meeting in the reporting period. 2. The standpoint of the Board of Directors (including any special opinions included in the minutes) on each agenda item of the General Meetings conducted during the reporting period was included in the materials of the General Meeting of Sharehold ers. 3. The Company provided share holders with the appropriate en titlement with access to the list of individuals eligible to attend the General Meeting, starting from the date of its receipt by the Company, in all cases of holding General Meetings in the	COMPLIED partially complied did not comply
1.1.4	There should be no unjustified difficulties preventing shareholders from exercising their right to request that a General Meeting be convened, to nominate candidates to the com pany's governing bodies and to place proposals on its agenda.	reporting period. 1. In the reporting period, share holders were entitled, within not less than 60 days from the end of the respective calendar year, to put forward proposals to be included on the agenda of the Annual General Meeting. 2. In the reporting period, the Company did not refuse to ac cept proposals for the agenda or candidates to the Company's bodies due to misprints or other insignificant defects in a share holder's proposal.	COMPLIED partially complied did not comply
1.1.5	Each shareholder should be able to freely exercise his/her right to vote in a straightforward and convenient way.	1. The Company's internal docu ment (internal policy) contains provisions whereby each par ticipant in the General Meeting may, before completion of the respective meeting, require a copy of the ballot completed by the shareholder and certified by the counting board.	COMPLIED partially complied did not comply

N CORPORATE GOVERNANCE PRINCIPLES 1.1.6 Procedures for holding

a General Meeting set by the Company should provide equal opportunity to all persons present at the General Meeting to express their opinions and ask questions that might be of interest to them.

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

1. When General Meetings of Shareholders are held in the reporting period in the form of a meeting (joint presence of shareholders), sufficient time is envisaged for reports on agenda items and the time to discuss these issues.
2. Nominees to the Company's management and supervisory bodies were available to answer shareholders' questions at the meeting where they were voted upon.
3. The Board of Directors reviewed the use of telecommunications tools to provide shareholders with remote access to participate in the General Meetings in the reporting period when making decisions related to the preparation and holding of General Meetings Shareholders.

STATUS <1> of conformity with the corporate governance principle

PARTIALLY COM-

did not comply

complied

PLIED

EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

Criteria 1 and 2 are not applicable during the reporting period due to the absentee form of the Annual General Meeting.

Criterion 3 is not met. The company believes that the opportunity to express opinion and ask questions of interest is ensured for the shareholders by other means, in particular, by specifying all possible contacts of the Corporate Secretary and personal attendance at the Annual Meeting. In this regard, the Company does not consider the possibility of arranging remote participation of shareholders in the meetings in the current period.

1.2 Shareholders are provided with an equitable and fair opportunity to participate in the Company's profits through the payment of dividends.

1.2.1	The Company should develop and put in place a transparent and clear mechanism for deter mining the amount of dividends and payment thereof.	1.	The Company's dividend policy was developed, approved by the Board of Directors and dis closed.	COMPLIED partially complied did not comply
		2. If the Company's dividend policy uses criteria from the Compa ny's financial accounts to deter mine the amount of dividends, the dividend policy shall employ the consolidated financial ac counts.
1.2.2	The Company should not make a decision on the payment of dividends if such decision, without formally violating the limits set by the law, is unjustified from an economic perspective or might lead to the forma tion of false assumptions about the Company's activity.	1.	The Company's dividend policy comprises clear-cut indications in relation to the financial/eco nomic circumstances under which no dividends are due to the Company.	COMPLIED partially complied did not comply
1.2.3	The Company should not allow any deterioration of the dividend rights of its existing shareholder.	1.	In the reporting period, the Company did not take any steps that impaired existing share holders' dividend rights.	COMPLIED partially complied did not comply

N CORPORATE GOVERNANCE PRINCIPLES

1.2.4 The Company should strive to rule out any ways through which its shareholders can obtain any profit or gain at the Company's expense other than dividends and the payment of the liquidation value thereof.

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

1. To eliminate other methods for shareholders to generate profit (income) at the Company's expense, other than dividends and the payment of the liquidation value thereof, the Company's internal documents establish controls that ensure the timely identification and procedure for the approval of transactions with individuals affiliated (related) with substantial shareholders (individuals entitled to the votes attached to voting shares), where the law does not formally recognize such transactions as related-party transactions.

STATUS <1> of conformity with the corporate governance principle

complied PARTIALLY COMPLIED did not comply EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

The Company analyzes on a regular basis information about persons affiliated with significant shareholders by sending periodic requests to these shareholders. The purpose of such requests is the timely identification of possible transactions of the Company with persons affiliated with significant shareholders, including transactions that, by virtue of statutory criteria, cannot be formally recognized as interested parties transactions. Although the internal documents of the Company do not establish the procedure for approving such transactions (and this is the reason why the criterion is partially complied with), the procedures of identification, specified above, guarantee minimizing the risk of receiving revenues by shareholders as a result of conflict of interest transactions, formally not controlled as interested party transactions. In this regard, the introduction of additional control procedures for transactions that are not recognized by law as interested parties transactions is not considered for the current period.

1.3 The system and practices of corporate governance should ensure equal terms and conditions for all shareholders owning shares of the same class (category) within a company, including minority and foreign shareholders, as well as their equal treatment by the Company.

1.3.1	The Company should create conditions that enable its governing bodies and controlling parties to treat each shareholder fairly and, in particular, that rule out the possibility of any abuse of minority shareholders by majority shareholders.	1.	During the reporting period, the procedures for management of potential conflicts of interest among existing shareholders were efficient, and the Board of Directors paid enough attention to conflicts among shareholders, where such existed.	COMPLIED partially complied did not comply
1.3.2	The Company should not perform any acts that will or might result in the artificial reallocation of corporate control therein.	1.	Quasi-treasury shares are not available or were not used in the voting during the reporting period.	COMPLIED partially complied did not comply

CORPORATE GOVERNANCE PRINCIPLES

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

STATUS <1> of conformity with the corporate governance principle EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

1.4 Shareholders should be provided with reliable and efficient means of recording their rights in shares as well as with the opportunity to freely dispose of such shares in a non-onerous manner.

1.4.1 Shareholders should be provided with reliable and efficient means of recording their rights in shares as well as with the opportunity to freely dispose of such shares in a non-onerous manner.
1. The Registrar's quality and reliability in keeping the register of securities holders meet the Company's and its shareholders' needs.

COMPLIED

partially complied did not comply

2.1 The Board of Directors shall be in charge of the strategic management of the company, determine the major principles of and approaches to the creation of a risk management and internal control system within the Company, supervise the activity of the Company's executive bodies and carry out other key functions.

2.1.1 The Board of Directors should be responsible for decisions to appoint and remove (members) of executive bodies, including in connection with their failure to properly perform their duties. The Board of Directors should also ensure that the Company's executive bodies act in accordance with an approved development strategy and the Company's main business goals.
1. The Board of Directors has the powers stipulated in the Articles of Association to appoint and dismiss members of executive bodies, as well as determine the conditions of their contracts.
2. The Board of Directors reviewed the report(s) of the sole executive body and members of the collegial executive body on the fulfilment of the Company's strategy.

complied

did not comply

Criterion 1 is met partially, because the Board appoints and removes members of the executive bodies, and determines the terms of the contract with CEO only (not with each member of the Management Board, and this is the reason why the criterion is partially complied with). At the same time, this distribution of powers is optimal, because the Board endorses the budget containing the planned labor costs for executive bodies, the report on the execution of the budget, and also approves reports on the key performance indicators that serve the basis for calculating additional compensations of the executive bodies. In this regard, the introduction the practice of determining by the Board of directors the terms of labor contracts with members of the Management board, other than the CEO, is not considered for the current period. Criterion 2 is fully met.

2.1.2 The Board of Directors should establish the basic long-term objectives of the Company's activity, evaluate and approve its key performance indicators and principal business goals, as well as evaluate and approve its strategy and business plans in respect of its principal areas of operation.

1. During the reporting period, meetings of the Board of Directors reviewed the progress made in the execution and updating of the Company's strategy, the approval of its financial and business plan (budget), and the review of the criteria and measures (including intermediate) to implement the Company's strategy and business plan.

COMPLIED

partially complied

did not comply

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle	EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle
2.1.3	The Board of Directors should determine the principles of, and ap proaches to, the creation of the risk management and internal control sys tem within the Company.	1. The Board of Directors de termines the principles and approaches to the risk man agement and internal control system within the Company. 2. The Board of Directors assessed the Company's risk management and internal control system during the reporting period.	COMPLIED partially complied did not comply
2.1.4	The Board of Directors should determine the Company's policy on remuneration due to, and/or reimbursement of costs incurred by, its board members, members of its executive bodies and other key managers.	1. The Company has developed and implemented the policy(-ies) approved by the Board of Directors on the remuneration and reimbursement of costs incurred by the members of the Board of Directors, the Compa ny's executive bodies and other key Company managers. 2. The meetings of the Board of Di rectors reviewed issues related to the above policy(-ies) during the reporting period.	complied PARTIALLY COMPLIED did not comply	Criterion 1 is met partially, since there is no single document regulating payments for the Board members (and this is the reason why the criterion is partially complied with). How ever, when each Board is being composed, the General Meeting of Shareholders approves the amount and rules for determin ing and paying remuneration and compensations to the Board members. The determination of the remuneration of executive bodies and senior officials is regulated by a number of internal

documents of the Company and is subject to consideration by the Remuneration and Human Resources Committee of the Board at least twice a year. The Company believes that this procedure ensures the leading role of the Board in determining the principles and rules for calculating and paying remuneration and compensations to both the Board members and senior officials. In this regard, the development and introduction of a unified policy on remuneration and reimbursement of expenses of members of the board of directors, executive bodies of the company and other key managers of the company are not considered for the current period.

Criterion 2 is fully met.

2.1.5 The Board of Directors should play a key role in the prevention, detection and resolution of internal conflicts between the Company's bodies, shareholders and employees.

1. The Board of Directors plays a key part in the prevention, detection and settlement of internal conflicts.
2. The Company has established a system to identify the transactions related to conflicts of interest and a system of efforts aimed at the settlement of such conflicts.

COMPLIED

partially complied did not comply

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle	EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle
2.1.6	The Board of Directors should play a key role in ensuring that the Company is transparent, discloses information in full and in due time, and provides its sharehold ers with unhindered access to its documents.	1. The Board of Directors ap proved the regulations on the information policy. 2. The Company determined the individuals in charge of the im plementation of the information policy.	COMPLIED partially complied did not comply
2.1.7	The Board of Directors should monitor the Company's corporate governance practices and play a key role in its material corporate events.	1. During the reporting period, the Board of Directors reviewed the corporate governance practice within the Company.	COMPLIED partially complied did not comply

2.2 The Board of Directors should be accountable to the Company's shareholders.

2.2.1	Information about the Board of Directors' work should be disclosed and provided to the share holders.	1.	The Company's annual report for the reporting period includes information on the attendance rate of meetings of the Board of Directors and its committees by individual directors. 2. The annual report contains information on the principal find ings of the Board of Directors' performance assessment for the reporting period.	COMPLIED partially complied did not comply
2.2.2	The Chairman of the Board of Directors must be available to communi cate with the Company's shareholders.	1.	The Company has a transpar ent procedure that enables shareholders to submit their questions and their standpoint thereon to the Chairman of the Board of Directors.	COMPLIED partially complied did not comply

2.3 The Board of Directors should be an efficient and professional governing body of the Company that is able to make objective and independent decisions and adopt resolutions in the best interests of the Company and its shareholders.

2.3.1 Only individuals with an impeccable business and personal reputation should be elected to the Board of Directors; such individuals should also have the knowledge, skills and experience necessary to make decisions that fall within the jurisdiction of the Board of Directors and to perform its functions efficiently. 1. The procedure for assessing the efficiency of operations of the Board of Directors adopted in the Company comprises, in particular, an assessment of professional qualifications of members of the Board of Directors. COMPLIED partially complied did not comply 2. In the reporting period, the Board of Directors (or its Nominations Committee) assessed the nominees to the Board of Directors in terms of their required experience, expertise, goodwill, the absence of conflicts of interest, etc.

8/9

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle
2.3.2	Board members should be elected pursuant to a transparent procedure enabling shareholders to obtain information about the respective candi dates that is sufficient for them to get an idea of the candidates' per sonal and professional qualities.	1. In all instances when a General Meeting of Shareholders was held during the reporting period the agenda of which includes the election of the Board of Directors, the Company provided shareholders with biographical information about all the nominees to the Board of Directors, assessments assigned to the nominees by the Board of Directors (or its Nominations Committee) and information on the conformity of the nominees with the independence criteria, according to the recommenda tions in paragraphs 102 to 107 of the Code and the nominees' written consent to be elected to the Board of Directors.	COMPLIED partially complied did not comply
2.3.3	The composition of the Board of Directors should be balanced, in particular, in terms of the qualifications, exper tise and business skills of its members. The Board of Directors should enjoy the confidence of the shareholders.	1. As part of the assessment of the Board of Directors in the reporting period, the Board of Directors reviewed its own needs in professional qualifica tions, experience and business skills.	COMPLIED partially complied did not comply
2.3.4	The membership of the Company's Board of Directors must enable the Board to organise its activities in the most efficient way possible, in particular, to create Board committees, as well as to enable the Company's substantial minority shareholders to elect a candidate to the Board of Directors for whom they would vote.	1. As part of the assessment of the Board of Directors held in the reporting period, the Board of Directors reviewed the con formity of the number of mem bers of the Board of Directors with the Company's needs and the shareholders' interests.	COMPLIED partially complied did not comply

CORPORATE GOVERNANCE PRINCIPLES

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

STATUS <1> of conformity with the corporate governance principle EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

2.4 The Board of Directors should include a sufficient number of independent directors.

2.4.1 An independent director means any person who has the required professional skills and expertise and is able to have his/ her own position and make objective and bona fide judgments, free from the influence of the Company's executive bodies, any individual group of shareholders or other stakeholders. It should be noted that, under normal circumstances, a candidate (or an elected director) may not be deemed to be independent if he/ she is associated with the Company, any of its substantial shareholders, material trading partners competitors or the government. 1. During the reporting period, all independent members of the Board of Directors met the independence criteria specified in recommendations 102 to 107 of the Code or were recognized as such by resolution of the Board of Directors. 2.4.2 It is recommended to evaluate whether or not candidates nominated to the Board of Directors meet the independence criteria as well as to review, on a regular basis, whether or not independent Board members meet the independence criteria. When carrying out such evaluations, substance should take precedence over form. 1. In the reporting period, the Board of Directors (or the Nominations Committee of the Board of Directors) evaluated the independence of each nominee to the Board of Directors and submitted the relevant opinion to shareholders. 2. In the reporting period, the Board of Directors (or the Nominations Committee of the Board of Directors) reviewed the independence of the existing members of the Board of Directors, as indicated by the Company in the annual report as independent directors, at least once. 3. The Company has drafted procedures that determine the necessary actions to be taken by a member of the Board of Directors if he/she loses his/ her independence, including the

obligation to notify the Board of Directors accordingly and in a

timely manner.

COMPLIED

partially complied

did not comply

COMPLIED

partially complied

did not comply

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle
2.4.3	Independent directors	1. Independent directors must	COMPLIED
	should account for at least one-third of all	account for at least one-third of the Board of Directors.	partially complied
	directors elected to the Board of Directors.		did not comply
2.4.4	Independent directors	1. Independent directors (who	COMPLIED
	should play a key role in the prevention of	do not have any conflicts of interest) provide a preliminary	partially complied
	internal conflicts in the Company and the per formance by the latter of material corporate actions.	assessment of substantial corporate actions related to a potential conflict of interest, and the findings of such an as sessment are submitted to the Board of Directors.	did not comply

2.5 The Chairman of the Board of Directors should help it carry out the functions imposed thereon in the most efficient manner possible.

2.5.1	It is recommended to either elect an inde pendent director to the position of the Chairman of the Board of Direc tors or to identify the a senior independent director from among the Company's independent directors who would coordinate the work of the independent direc tors and liaise with the Chairman of the Board of Directors.	1.	The Chairman of the Board of Directors is an independent director or a senior independent director identified from among the independent directors <3>. 2. The role, rights and duties of the Chairman of the Board of Directors (and, if applicable, the senior independent director) are duly determined in the Compa ny's internal documents.	COMPLIED partially complied did not comply	The Chairman of the Board is an independent director. Such prac tice, from the point of view of the Company, is the best possible op tion, as an independent Chairman not only coordinates the work of independent directors, but also heads and directs the work of the Board as a whole.
2.5.2	The Board Chairman should ensure that Board meetings are held in a constructive atmos phere and that any items on the meeting agenda are discussed freely. The Chairman should also monitor fulfilment of decisions made by the Board of Directors.	1.	The performance of the Chair man of the Board of Directors was assessed as part of the Board of Directors' efficiency assessment procedure in the reporting period.	COMPLIED partially complied did not comply
2.5.3	The Chairman of the Board of Directors should take any and all measures as may be re quired to provide Board members, in a timely fashion, with information required to make deci sions on issues on the agenda.	1.	The duty of the Chairman of the Board of Directors to make an effort to ensure the timely filing of documents for members of the Board of Directors on agenda items of meetings of the Board of Directors is established in the Company's internal docu ments.	COMPLIED partially complied did not comply

CORPORATE GOVERNANCE PRINCIPLES

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

STATUS <1> of conformity with the corporate governance principle EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

2.6 Board members must act reasonably and in good faith in the best interests of the Company and its shareholders, who should be properly informed, with due care and diligence.

2.6.1	Acting reasonably and in good faith means that Board members should make decisions by considering all availa ble information, in the absence of a conflict of interest, treating the Company's shareholders equally, and assuming normal business risks.	1.	The Company's internal docu ments establish that a member Board of the Directors is obliged to notify the Board of Directors if he/she has a conflict of inter est with respect to any item on the agenda for a meeting of the Board of Directors or a commit tee of the Board of Directors, before the start of the discus sion of relevant agenda item.	COMPLIED partially complied did not comply
			2. The Company's internal docu ments envisage that a member of the Board of Directors should refrain from voting on any item where he/she has a conflict of interest.
			3. The Company establishes a pro cedure that enables the Board of Directors to obtain profes sional advice on issues falling within its competence, at the Company's expense.
2.6.2	The rights and duties of Board members should be clearly stated and documented in the Company's internal doc uments.	1.	The Company adopted and pub lished an internal document that clearly specifies the rights and duties of members of the Board of Directors.	COMPLIED partially complied did not comply
2.6.3	Board members should have sufficient time to perform their duties.	1.	Individual attendance at meet ings of the Board and commit tees as well as the time spent on preparation for participation in meetings was taken into account as part of the assessment pro cedure of the Board of Directors in the reporting period.	COMPLIED partially complied did not comply
			2. According to the Company's internal documents, members of the Board of Directors are obliged to notify the Board of Directors of their intention to join the management bodies of other companies (except for the Company's affiliates and depend ent companies) and about such actual appointments.

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle
2.6.4	All Board members	1. According to the Company's	COMPLIED
	should have an equal op portunity to access the	internal documents, members of the Board of Directors are free	partially complied
	Company's documents and information. Newly elected Board members should be provided with sufficient information about the Company and the work of its Board of Directors as soon as	to gain access to documents and to make requests pertaining to the Company and its affiliates, and the Company's executive bodies are obliged to provide the relevant information and documents.	did not comply
	practicable.	2. The Company has a formalised programme of introductory events for newly elected mem bers of the Board of Directors.
2.7		Meetings of the Board of Directors, preparation for them and participation of Board members therein should ensure efficient work of the Board.
2.7.1	It is recommended that	1. The Board of Directors held at	COMPLIED
	meetings of the Board of Directors be held as ing year. needed, with due ac count of the Company's scope of activities and its current goals.	least six meetings in the report	partially complied
			did not comply
2.7.2	It is recommended that a	1. The Company approved an	COMPLIED
	procedure for preparing for and holding meetings	internal document that governs the procedure for preparing	partially complied
	of the Board of Directors be developed and set out in the Company's internal documents. The above procedure should enable the shareholders to prepare properly for such meetings.	for and holding meetings of the Board of Directors, which stipulates, in particular, that the notice of the meeting should normally be published at least five days prior to the meeting.	did not comply
2.7.3	The form of a meeting of the Board of Directors	1. The Company's Articles of As sociation or internal document	COMPLIED
	should be determined	envisage that the most signifi	partially complied
	with due account of the importance of the issues on the agenda of the meeting. The most important issues should be decided at meetings held in person.	cant issues (according to the list in Recommendation 168 of the Code) should be considered at personal meetings of the Board.	did not comply
2.7.4	Decisions on the most	1. The Company's Articles of Asso	COMPLIED
	important issues relating to the Company's busi	ciation envisage that resolutions on the most critical issues set	partially complied
	ness should be made at	forth in Recommendation 170	did not comply

of the Code shall be adopted at a meeting of the Board of Directors by a qualified, at least threefourths, majority of votes or by a majority of votes of all elected members of the Board

of Directors.

a meeting of the Board of Directors by a qualified majority vote or by a majority vote of all elected Board members.

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N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle	EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle
2.8		The Board of Directors should form committees for preliminary consideration of the most important issues of the company's business.
2.8.1	For the purpose of pre liminary consideration of any matters of super vision of the company's financial and business activities, it is recom mended that an audit committee comprising independent directors be formed.	1. The Board of Directors estab lished an Audit Committee com prising independent directors only. 2. The Company's internal docu ments determine the objectives for the Audit Committee, includ ing, in particular, any objectives contained in Recommendation 172 К of the Code. 3. At least one member of the Audit Committee, who is an independent director, has expe rience and expertise in drafting, reviewing, assessment and audit of financial statements (ac counts).	COMPLIED partially complied did not comply
		4. Meetings of the Audit Commit tee were held at least quarterly during the reporting period.
2.8.2	For the purpose of preliminary considera tion of any matters of development of efficient and transparent remu neration practices, it is recommended that a remuneration committee comprising independent directors be formed and that it be chaired by an independent director who should not con currently be the Board chairman.	1. The Board of Directors set up a Remuneration Committee con sisting of independent directors only.	COMPLIED partially complied did not comply
		2. The Chairman of the Remuner ations Committee is an inde pendent director who is not also the Chairman of the Board of Directors.
		3. The Company's internal docu ments determine the objectives of the Remunerations Commit tee, including those contained in Recommendation 180 of the Code.
2.8.3	For the purpose of preliminary consider ation of any matters relating to human resources planning (making plans regarding successor directors), professional composi	1. The Board of Directors estab lished a Nominations Committee (or its objectives specified in Recommendation 186 of the Code are implemented as part of another committee <4>), the majority of whom are independ ent directors.	COMPLIED partially complied did not comply	The corresponding tasks are im plemented by the Remuneration and Human Resources Commit tee of the Board, all members of which are independent directors. The tasks of the Remuneration and Human Resources Commit tee are set by the Regulations on
	tion and efficiency of the Board of Directors, it is recommended that a nominating committee (a committee on nomina tions, appointments and human resources) be formed with the majority of its members being independent directors.	2. The Company's internal docu - ments determine the objectives of the Nominations Committee (or the relevant committee with a combined functionality), includ ing those contained in Recom mendation 186 of the Code.		the Committee, approved by the Board of Directors.

N CORPORATE GOVERNANCE PRINCIPLES

2.8.4 Taking account of its scope of activities and levels of related risks, the Company should form other committees of its Board of Directors, particularly a strategy committee, a corporate governance committee, an ethics committee, a risk management committee, a budget committee or a committee on health, security and the environment, etc.

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

1. In the reporting period, the Company's Board of Directors reviewed the conformity of the membership in its committees to the objectives assigned to the Board of Directors and to the Company's operating goals. Additional committees were either established or were not recognised as necessary. <5>

STATUS <1> of conformity with the corporate governance principle

EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

COMPLIED

partially complied

did not comply

2.8.5 The composition of the committees should be determined in such a way that it would allow a comprehensive discussion of issues being considered on a preliminary basis with due account of differing opinions.
1. Committees of the Board of Directors are headed by independent directors.
2. The Company's internal documents (policies) contain provisions whereby individuals not included on the Audit Committee, the Nominations Committee and the Remunerations Committee may attend meetings of these committees only upon the invitation of the Chairman of the respective committee.

did not comply

Criterion 1 is met partially, because only 5 out of 6 Committees are headed by independent directors. At the same time, the only Committee, which is not headed by an independent director, has an independent director on Board; its composition is well balanced, and this balance is achieved even without the appointment of an independent director as a Chair of the Committee. This conclusion has been confirmed by the results of external evaluation and self-assessment of the effectiveness of the Board. The Board of Directors believes that the current composition of the Committees allows for the most rational use of the resources of independent directors in terms of their participation in the Audit and Remuneration and Human Resources Committees. No changes in the existing practice with regard to this non-compliance are planned in the current period.

Criterion 2 is fully met.

2.8.6 The Chairmen of the committees should inform the Board of Directors and its Chairman of the work of their committees on a regular basis.
1. During the reporting period, the Chairmen of the committees reported on the committees' operations to the Board of Directors on a regular basis.

COMPLIED

partially complied did not comply

CORPORATE GOVERNANCE PRINCIPLES

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

STATUS <1> of conformity with the corporate governance principle EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

2.9 The Board of Directors should ensure that the quality of its work and that of its committees and Board members is evaluated.

2.9.1	The evaluation of the quality of the work of the Board of Directors should be aimed at de termining how efficiently the Board of Directors, its committees and Board members work and whether their work meets the Company's needs, as well as at making their work more intensive and identifying areas for improvement.	1.	The self-assessment or external assessment of the Board of Directors' performance con ducted in the reporting period included an assessment of operations of the committees, individual members of the Board of Directors and the entire Board of Directors.	COMPLIED partially complied did not comply
			2. The findings of the selfassess ment or external assessment of the Board of Directors in the reporting period were reviewed at the personal meeting of the Board of Directors.
2.9.2	The quality of the work of the Board of Direc tors, its committees and Board members should be evaluated on a regu lar basis, at least once a year. To carry out an in dependent evaluation of the quality of the work of the Board of Directors, it is recommended that a third-party entity (consultant) be retained on a regular basis, at least once every three years.	1.	For an independent quality as sessment of the Board of Direc tors' performance, an external company (advisor) was engaged by the Company at least once in three recent reporting periods.	COMPLIED partially complied did not comply

3.1 The Company's Corporate Secretary shall be responsible for efficient interaction with its shareholders, coordination of the Company's actions designed to protect the rights and interests of its shareholders and support for the efficient work of its Board of Directors.

3.1.1 The Corporate Secretary should have sufficient knowledge, experience and qualifications for the performance of his/her duties, as well as an impeccable reputation and should enjoy the trust of the shareholders. 1. The Company adopted and published an internal document called Regulations on the Corporate Secretary. COMPLIED partially complied did not comply 2. The Company's website and annual report provide background information on the Corporate Secretary with the same level of detail as for members of the Board of Directors and the executive management of the Company.

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle	EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle
3.1.2	The Corporate Secre tary should be sufficient ly independent of the	1. The Board of Directors ap proved the appointment, dis missal and additional remunera	COMPLIED partially complied
	Company's executive bodies and be vest ed with powers and resources required to perform his/her tasks.	tion of the Corporate Secretary.	did not comply

4.1 The level of remuneration paid by the Company should be sufficient to enable it to attract, motivate and retain individuals with the required skills and qualifications. Remuneration due to Board members, executive bodies and other key Company managers should be paid in accordance with a remuneration policy approved by the Company.

4.1.1 It is recommended that the level of remuneration paid by the Company to its Board members, executive bodies and other key managers should be sufficient to motivate them to work efficiently and enable the Company to attract and retain knowledgeable, skilled and duly qualified individuals. The Company should avoid setting the level of remuneration any higher than necessary, and should also avoid excessively large gaps between the level of remuneration of any of the above individuals and that of the Company's employees.

1. The Company has adopted internal remuneration policies (for members of the Board of Directors, executive bodies and other key managers that clearly describe the approaches to the remuneration of these individuals.

complied PARTIALLY COMPLIED

did not comply

The criterion is met partially. There are internal documents that clearly define the remuneration approaches to the remuneration of senior officials, including executive bodies. As regards the remuneration of the members of the Board, there is no single internal document regulating payments, and this is the reason for partial non-compliance with the criterion. However, when the Board is being composed, the General Meeting of Shareholders clearly determines the amount and rules for calculating and paying remuneration and compensations to the members of the Board. This practice has existed in the Company for a long time, it has proved viable and optimal, and it ensures minimization of the risk of personnel losses caused by inadequate remuneration. In this regard, the development and introduction of a unified policy on remuneration and reimbursement of expenses of members of the board of directors, executive bodies of the company and other key managers of the company are not considered for the current period.

CORPORATE GOVERNANCE PRINCIPLES

4.1.2 The Company's remuneration policy should be developed by its Remuneration Committee and approved by the Board of Directors. With the help of its Remuneration Committee, the Board of Directors should monitor implementation of, and compliance with, the remuneration policy by the Company and, should this be necessary, review and amend the same.

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

1. In the reporting period, the Remuneration Committee reviewed the remuneration policy(-ies) and the practice of its/their implementation and, if necessary, submitted the relevant recommendations to the Board

of Directors.

STATUS <1> of conformity with the corporate governance principle

complied

PARTIALLY COMPLIED

did not comply

EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

The criterion is met partially, because the Remuneration Policy has not been considered by the Remuneration and Human Resources Committee as a standalone document. However, the Committee reviewed regularly reports on the implementation of internal documents regulating the remuneration of senior officials, including reports on the achievement of key performance indicators, it has given recommendations on changing the composition and rules of determining the target values of key performance indicators. The Company believes that such approach ensures that the Board and its Remuneration and HR Committee are involved in the process of improving the motivation system of the Company as well as control over its implementation. The development and introduction of a unified policy on remuneration and reimbursement of expenses of members of the board of directors, executive bodies of the company and other key managers of the company are not considered for the current period.

4.1.3 The Company's remuneration policy should provide for transparent mechanisms to be used to determine the amount of remuneration due to members of the Board of Directors, the executive bodies and other key Company managers, as well as to regulate any and all types of payments, benefits, and privileges provided to any of

the above individuals.

1. The Company's remuneration policy(-ies) contain(s) transparent arrangements on determining the amount of remuneration paid to members of the Board of Directors, executive bodies and other key Company managers and govern(s) all types of fees, benefits and advantages provided to these individuals.

did not comply

The criterion is met partially, as the mechanism of determining the remuneration paid to members of management bodies and other senior officials is transparent, but it is not indicated in a single document. It is stipulated by a set of internal documents of the Company and resolutions of its management bodies. Such approach ensures the availability and transparency of information about the remuneration system in the Company for all interested parties. In this regard, the development and introduction of a unified policy on remuneration and reimbursement of expenses of members of the board of directors, executive bodies of the company and other key managers of the company are not considered for the current period.

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle	EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle
4.1.4	It is recommended that the Company develop a policy on the reimburse ment of expenses that would contain a list of reimbursable expenses and specify service levels provided for members of the Board of Directors, the executive bodies and other key Company managers. Such a policy could form part of the Company's policy on	1. The remuneration policy(-ies) or other internal documents of the Company establish(-es) the rules on the reimbursement of costs to the members of the Board of Directors, executive bodies and other key Company employees.	COMPLIED partially complied did not comply

4.2 The system of remuneration for Board members should ensure harmonisation of the financial interests of the directors with the long-term financial interests of shareholders.

4.2.1	A fixed annual fee will be the preferred form of monetary remuneration for Board members. It is not advisable to pay a fee for participation in in dividual meetings of the Board of Directors or its committees. It is not ad visable to use any form of short-term incentives or additional financial incentives in respect of Board members.	1.	Fixed annual remuneration was the only monetary form of re muneration for the members of the Board of Directors for work within the Board of Directors during the reporting period.	COMPLIED partially complied did not comply
4.2.2	Long-term ownership of shares in the Company contributes to aligning the financial interests of Board members with the long-term interests of the Company's share holders. However, it is not recommended that the right to dispose of shares be made depend ent on the Company's achievement of certain performance results; nor should Board members take part in the Compa ny's option plans.	1.	If the Company's internal remu neration policy(-ies) envisage(s) the granting of shares to mem bers of the Board of Directors, clear rules for holding shares by members of the Board of Di rectors, intended to encourage long-term ownership of such shares, should be available and disclosed.	COMPLIED partially complied did not comply

compensation.

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle	EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle
4.2.3	It is not recommended that any additional allow ance or compensation be provided in the event of the early dismiss al of Board members in connection with a change in control over the Company or other circumstances.	1. The Company does not envisage any additional benefits or com pensation in case of the early termination of authority of the members of the Board of Direc tors in connection with a change in control over the Company or other circumstances.	COMPLIED partially complied did not comply
4.3	achievement thereof.	The system of remuneration due to the executive bodies and other key Company managers should provide that their remuneration is dependent on the Company's performance results and their personal contributions to the
4.3.1	Remuneration due to the executive bodies and other key Compa ny managers should be set in such a way as to ensure a reasonable and justified ratio between its fixed portion and its variable portion that is dependent on the Company's performance results and employees' personal (individual) contributions to the achievement thereof.	1. During the reporting period, the annual performance indicators approved by the Board of Direc tors were used to determine the amount of variable remunera tion of members of executive bodies and other key Company managers. 2. During the most recent as sessment of the remuneration system for the members of executive bodies and other key Company managers, the Board of Directors (the Remunerations Committee) made sure the Com pany applied an efficient ratio of the fixed portion of remunera tion to the variable portion. 3. The Company has a procedure for refunding to the Company bonuses unlawfully obtained by the members of executive bodies and other key Company	complied PARTIALLY COMPLIED did not comply	Criteria 1 and 2 are fully met. Criterion 3 is not met, however the implemented system of key performance indicators and the practice of establishing target values and calculating actual values exclude the possibility of undue accrual of excessive amounts of variable remuner ation. However, the return of bonus payments, which could po tentially be improperly received, must be carried out within the framework of labor legislation. In this regard, the development and introduction of a procedure ensuring the return of bonus payments to the Company are not considered for the current period.
4.3.2	Companies whose shares are admitted to trading at organized markets are recom mended to put in place a long-term incentive program for the Com pany's executive bodies and other key managers involving the Company's shares (or options or other derivative financial instruments the underly ing assets for which are the Company's shares).	managers. 1. The Company introduced a long term incentive programme for members of executive bodies and other key Company manag ers using shares in the Company (financial instruments based on shares in the Company). 2. The long-term incentive pro gramme for the members of executive bodies and other key Company managers implies that the right to sell the shares and other financial instruments used in this programme will not arise	complied partially complied DID NOT COMPLY	The Company believes that at the moment the introduced system of motivation of senior officials gives them enough incentives, meets the needs of the company and shareholders, promotes the synchronization of the goals of senior officials of the Company and of the Company itself, mini mizes the risks of loss of qualified managers. In this regard, the development and introduction of incentive programs based on the shares of the Company are not considered for the current period.

until three years from their provision provided that the right to sell the same is conditional upon the Company's achievement of certain performance indicators.

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle
4.3.3	The amount of severance	1. The amount of compensation	COMPLIED
	pay (a so-called golden parachute) payable by	(golden parachute) paid by the Company in case of the early	partially complied
	the Company in the event	termination of the authority	did not comply
	of the early dismissal	of members of the executive
	of an executive body or	bodies or key managers at
	other key manager at the	the Company's initiative and in
	initiative of the Company,	the absence of unfair actions
	provided that there have	on their part did not exceed
	been no bad-faith actions	the amount of twice the fixed
	on the part of the indi	portion of their annual remuner
	vidual in question, should	ation in the reporting period.
	not exceed two times the

5.1 The Company should have in place an efficient risk management and internal control system designed to provide reasonable confidence that the Company's goals will be achieved.

fixed portion of his/her annual remuneration.

5.1.1	The Board of Directors should determine the principles of, and ap proaches to, the creation of the risk management and internal control sys tem at the Company.	1.	The functions of various man agement bodies and business units at the Company in the risk management and internal con trol system are clearly deter mined in the Company's relevant internal policy approved by the Board of Directors.	COMPLIED partially complied did not comply
5.1.2	The Company's executive bodies should ensure the establishment and continuing operation of an efficient risk manage ment and internal control system at the Company.	1.	The Company's executive bodies ensured the allocation of the functions and powers related to risk management and internal control among their subordinate managers (heads) of business units and divisions.	COMPLIED partially complied did not comply
5.1.3	The Company's risk man agement and internal control system should enable one to obtain an objective, fair and clear view of the Company's current condition and prospects, the integrity and transparency of its accounts and reports, and the reasonableness and acceptability of the risks being assumed by the Company.	1.	The Company approved an an ti-bribery policy. 2. The Company established an affordable method to notify the Board of Directors or the Board of Directors Audit Committee on violations of laws, internal proce dures or the Company's ethics code.	COMPLIED partially complied did not comply
5.1.4	It is recommended that the Board of Directors take the required and sufficient measures to ensure that the Company's existing risk management and internal control system is consistent with the prin ciples of, and approach es to, its creation as set forth by the Board of Directors and that it operates efficiently.	1.	In the reporting year, the Board of Directors and the Board of Directors Audit Committee assessed the efficiency of the Company's risk management and internal control system. Information on the key findings of this assessment is included in the Company's annual report.	COMPLIED partially complied did not comply

CORPORATE GOVERNANCE PRINCIPLES

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

STATUS <1> of conformity with the corporate governance principle EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

5.2 To independently evaluate, on a regular basis, the reliability and efficiency of the risk management and internal control system and corporate governance practices, the Company should arrange for internal audits.

5.2.1	It is recommended that internal audits be carried out by a separate struc tural division (internal audit department) to be created by the Compa ny or by retaining an independent third-party entity. To ensure the independence of the in ternal audit department, it should have separate lines of functional and administrative reporting. Functionally, the internal audit department should report to the Board of Directors, while from the administrative stand point, it should report directly to the company's oneperson executive body.	1.	For the purposes of internal audit, the Company established a separate business unit for internal audit, which reports, functionally, to the Board of Di rectors or the Audit Committee, or it engaged an independent external company that followed the same reporting procedure.	COMPLIED partially complied did not comply
5.2.2	When carrying out an internal audit, it is recommended that the efficiency of the internal control system and the risk management system	1.	In the reporting period, as part of an internal audit, the efficien cy of the internal control and risk management system was assessed.	COMPLIED partially complied did not comply
	be evaluated, that the corporate governance system also be evalu ated and that generally accepted standards of internal auditing be applied.		2. The Company uses common approaches to internal control and risk management.
6.1	investors and other stakeholders.			The Company and its activities should be transparent to its shareholders,

6.1.1 The Company should develop and implement an information policy enabling the Company to efficiently exchange information with its shareholders, investors and other stakeholders.

1. The Company's Board of Directors approved the Company's information policy developed with the aim of implementing the Code's recommendations.

2. The Board of Directors (or one of its committees) reviewed the issues related to the Company's compliance with its information policy at least once in the reporting period.

COMPLIED

partially complied

did not comply

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle	EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle
6.1.2	The Company should dis close information on its corporate governance system and practices, including detailed infor mation on compliance with the principles and recommendations of this Code.	1. Information about the corporate governance system used by the Company and the general corporate governance princi ples applied at the Company, in particular, is available on the Company's website. 2. The Company discloses the composition of executive bodies and the Board of Directors, the independence of members of the Board and their member ship in committees of the Board of Directors (as defined in the Code). 3. If there is a person who controls	COMPLIED partially complied did not comply
		the Company, the Company publishes a memorandum from the controlling person con cerning that person's plans for corporate governance at the Company.

6.2 The Company should disclose, on a timely basis, full, updated and reliable information about itself so as to enable its shareholders and investors to make informed decisions.

6.2.1	The Company should disclose information in accordance with the principles of regularity, consistency and timeli ness, as well as accessi bility, reliability, complete ness and comparability of the disclosed infor mation.	1.	The Company's information pol icy determines the approaches to, and criteria for, determining information that could materially influence the Company's value, the value of its securities and the procedures that ensure the timely disclosure of such infor mation.	COMPLIED partially complied did not comply
			2. If the Company's securities are traded in foreign markets, material information is disclosed in the Russian Federation and in such markets simultaneously and equivalently in the reporting year.
			3. If foreign shareholders hold a significant number of shares in the Company, then, in the re porting period, disclosures were carried out not only in Russian but also in one of the most com mon foreign languages.

mation that might have a material impact on its competitiveness.

N	CORPORATE GOVERNANCE PRINCIPLES	CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA	STATUS <1> of conformity with the corporate governance principle
6.2.2	The Company is advised against using a formalis tic approach to informa	1. In the reporting period, the	COMPLIED
		Company disclosed annual and semi-annual IFRS financial state	partially complied
	tion disclosure; it should disclose material infor mation on its activities even if the disclosure of such information is not required by law.	ments. The Company's annual report for the reporting period includes annual IFRS financial statements with the auditor's opinion.	did not comply
		2. The Company discloses com prehensive information on the Company's capital structure, ac cording to Recommendation 290 of the Code in the annual report and on the Company's website.
6.2.3	The Company's annual	1. The Company's annual report	COMPLIED
	report, as one of the most important tools for	contains information on the key dimensions of the Company's	partially complied
information exchange with its shareholders		operations and its financial per formance.	did not comply
	and other stakeholders, should contain infor mation enabling one to evaluate the Company's performance results for the year.	2. The Company's annual report contains information on environ mental and social dimensions of the Company's business.
6.3	accessibility.	The Company should provide information and documents requested by its shareholders in accordance with the principle of equal and unhindered
6.3.1	The exercise by the	1. The Company's information policy specifies an easy proce	COMPLIED
	shareholders of their right to access the Company's documents and information should not be unreasonably burdensome.	dure for providing access to	partially complied
		shareholders to information, in particular, information on the legal entities dependent on the Company, upon the request of a shareholder.	did not comply
6.3.2	When providing informa	1. In the reporting period, the	COMPLIED
	tion to its shareholders, the Company should	Company did not deny any shareholders' requests for in	partially complied
	maintain a reasonable balance between the	formation, or such denials were reasonable.	did not comply
	interests of individual shareholders and its own interests related to the fact that the Company is interested in maintain ing the confidentiality of sensitive business infor	2. In cases specified in the Company's information policy, shareholders are warned of the confidential nature of informa tion and undertake to keep it confidential.

N CORPORATE GOVERNANCE PRINCIPLES

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

STATUS <1> of conformity with the corporate governance principle EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

7.1 Any actions that will or may materially affect the company's share capital structure and its financial position and, accordingly, the position of its shareholders (material corporate actions) should be taken on fair terms and conditions, ensuring that the rights and interests of the shareholders as well as other stakeholders are observed.

7.1.1	Material corporate ac tions shall include the re organisation of the Com pany, the acquisition of 30 per cert or more of its voting shares (takeo ver), the Company's en tering into any material transactions, increasing or decreasing its share capital, listing and delist ing of its shares, as well as other actions that might result in material changes in the rights of its shareholders or violation of their inter ests. It is recommended that a list of (criteria for identifying) transactions or other actions falling within the category of material corporate actions be included in the Company's Articles of Association and provide therein that decisions on any such actions should fall within the jurisdiction of the Company's Board of Directors.	1.	The Company's Articles of As sociation specify a list of actions and other efforts that consti tute material corporate actions, and their determination criteria. Decision-making on material corporate actions falls within the competence of the Board of Directors. Where the taking of these corporate actions is directly referred by law to the competence of General Meeting of Shareholders, the Board of Directors makes the relevant recommendations to the share holders.	COMPLIED partially complied did not comply
			2. The Company's Articles of Association classify as material corporate actions, at least, the reorganisation of the Company, the purchase of 30 per cent or more of the voting shares in the Company (takeover), the Company's entering into mate rial transactions, increasing or decreasing the Company's share capital, listing and delisting of shares in the Company.
7.1.2	The Board of Directors should play a key role in passing resolutions or making recommenda tions related to material corporate actions; for this purpose, it should rely on the opinions of the company's independ ent directors.	1.	The Company envisages a pro cedure whereby independent directors announce their stand point on material corporate actions before their approval.	COMPLIED partially complied did not comply

CORPORATE GOVERNANCE PRINCIPLES

7.1.3 When taking any material corporate actions that would affect the rights or legitimate interests of the Company's shareholders, equal terms and conditions should be ensured for all shareholders; if statutory mechanisms designed to protect shareholder rights prove to be insufficient for that purpose, additional measures should be taken with a view to protecting the rights and legitimate interests of the Company's shareholders. In such instances, the Company should not only aim to comply with the formal requirements of the law but should also be guided by the principles of corporate governance set out in this Code.

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

1. The Company's Articles of Association, taking into account the particular features of its operations, established lower minimum criteria for classifying the Company's transactions as major corporate actions than envisaged by law.

2. During the reporting period, all material corporate actions were approved before their implementation.

STATUS <1> of conformity with the corporate governance principle

complied PARTIALLY COMPLIED did not comply EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

Criterion 1 has been met.

Criterion 2 has been met partially since some significant transactions were completed before obtaining prior consent of the relevant governance bodies.

In future the Company will seek to obtain due consent of the relevant governance bodies before the transactions are made.

7.2 The Company should have in place such a procedure for taking any material corporate actions that would enable its shareholders to receive complete information about such actions in due time and to influence them, and this would also guarantee that shareholder rights are observed and duly protected in the course of taking such actions.
7.2.1 When disclosing information about material corporate actions, it is recommended that explanations concerning reasons for, conditions and consequences of, such actions be provided.
1. In the reporting period, the Company disclosed information on the Company's material corporate actions in a timely manner and in detail, including the reasons for, and timing of, the taking of such actions.

COMPLIED

partially complied did not comply

CORPORATE GOVERNANCE PRINCIPLES

7.2.2 Rules and procedures in relation to material corporate actions taken by the Company should be set out in its internal documents.

CORPORATE GOVERNANCE PRINCIPLE COMPLIANCE CRITERIA

1. The Company's internal documents envisage the procedure for engaging an independent appraiser in evaluating the assets disposed of or purchased under a major transaction or a related-party transaction.

STATUS <1> of conformity with the corporate governance principle

complied PARTIALLY

COMPLIED

did not comply

2. The Company's internal documents envisage a procedure for engaging an independent appraiser in evaluating the purchase and redemption price for shares in the Company.
3. The Company's internal documents envisage an expanded list of reasons for the members of the Company's Board of Directors and other individuals envisaged in the law to be recognised as interested in the Company's transactions.

EXPLANATIONS <2> of deviation from the assessment criteria of compliance with the corporate governance principle

The Company's Charter defines a list of actions deemed major corporate actions (including major transactions of the Company). The internal document adopted by the Company in 2018 provides for the duty of engaging an independent appraiser to determine the value of property alienated or acquired under a major or an interested party transaction, as well as to assess the cost of acquiring and redeeming shares of the Company. Criteria 1 and 2 are not met to the extent that there are no specific procedures for engaging an appraiser specifically for the above cases. However, the Company has adopted an internal document regulating the general (universal) procedure for the acquisition by the Company of all goods (works, services) the Regulations on purchase of inventories, works and services of PJSC PhosAgro. The provisions of this document will be applied in selection (engagement) of an independent appraiser to determine the value of the property being alienated or acquired in a major transaction or a significant interested party transaction, as well as to assess the value of the acquisition and repurchase of shares of the Company. Criterion 3 is met, as the Company's Regulations on Conflicts of Interests, and the Regulations on the Board of Directors provide for mechanisms to identify interest in the Company's transactions and procedures that minimize the risks of obtaining by the Company employees or the Board members of income as a result of conflict of interest transactions, which are not controlled as interested party transactions. The development and introduction of any rules and procedures in addition to those described above which are related to the implementation of significant corporate actions are not considered for the current period.

<1> The 'complied with' status is only indicated if the Com pany meets all the criteria of the corporate governance principle compliance assessment. Otherwise, the 'partially complied with' or 'not complied with' status is displayed.

<2> They are shown for each criterion of the corporate governance principle compliance if the Company meets only part of the criteria or fails to meet any of the prin ciple compliance assessment criteria. If the Company indicated the 'complied with' status, no explanations are required.

<3> Please specify which of the two alternative approach es admitted by the principle is implemented in the Compa ny and explain the reasons for the selection made.

<4> If the objectives of the Nomination Committee are only implemented as part of another committee, indicate its name.

<5> List the established additional committees.

REPORT ON TRANSACTIONS MADE BY PJSC PHOSAGRO IN THE REPORTING YEAR 2020 DEEMED INTERESTED PARTY TRANSACTIONS UNDER THE FEDERAL LAW ON JOINT-STOCK COMPANIES

Approved by resolution of the Board of Directors of PJSC PhosAgro dd. 14 April 2021 (Minutes of the Meeting of the Board of Directors of PJSC PhosAgro dd. 15 April 2021, w/o No.)

Report on transactions made by PJSC PhosAgro in the reporting year 2020 deemed interested party transactions under the Federal Law On Joint-Stock Companies, with indication for each transaction of the interested person(s), material terms and conditions as well as the management body of the joint-stock company that made the resolution to give consent to its conclusion or to approve it consequently (if such resolution is available), and for each transaction (several interrelated transactions), which amounted to two or more percent of the book value of the joint-stock company's assets - also with indication of the reason(s) for which the person(s) is(are) deemed to be interested in the transaction, the stake of the interested person(s) in the authorized capital (interest held by the interested person(s)) of the joint-stock company and the legal entity that was party to the transaction, as of the date of the transaction.

TRANSACTION: Loan Agreement No. 1/ФА/ФАСЗ/19-10- 246 dd. 31.12.2019 (approved by resolution of the General Meeting of Shareholders of PJSC PhosAgro on 20 February 2020).

Transaction category: transaction involving several interrelated interested party transactions.

Material terms and conditions of transaction: the Lender provides a loan from its own funds to the Borrower in accordance with the terms and conditions of the agreement.

Due date: 31 January 2020.

Parties and beneficiaries under the transaction: LLC Pho-Agro-SeveroZapad, PJSC PhosAgro.

Transaction value in monetary terms and as % of the joint-stock company`s total assets (not including other interrelated transactions): RUB 632,462,937.16 (Six hundred and thirty-two million four hundred and sixty-two

thousand nine hundred and thirty-seven 16/100 roubles), which corresponds to 0.77% of the joint-stock company`s total assets.

Person deemed interested in the joint-stock company`s transaction: Andrey A. Guryev.

Reasons why the person is deemed interested in the transaction: the person was the sole executive body (CEO), member of the Board of Directors and member of

the Management Board (collegial executive body) of PJSC PhosAgro and simultaneously member of the Management Board (collegial executive body) of LLC PhosAgro-Region, the management company of LLC PhosAgro-SeveroZapad (party to the transaction).

Stake held by the interested party in the joint-stock company`s capital: 0.048% of the authorized capital.

Stake held by the interested party in the authorized capital of the legal entity being party to the transaction: no stake.

Person deemed interested in the joint-stock company`s transaction: Andrey G. Guryev.

Reasons why the person is deemed interested in the transaction: the person is member of the Board of Directors of PJSC PhosAgro and simultaneously the father of Andrey A. Guryev who is member of the Management Board (collegial executive body) of LLC PhosAgro-Region, the management company of LLC PhosAgro-SeveroZapad (party to the transaction).

Stake held by the interested party in the joint-stock company`s capital: no stake.

Stake held by the interested party in the authorized capital of the legal entity being party to the transaction: no stake.

Person deemed interested in the joint-stock company`s transaction: Mikhail K. Rybnikov.

Reasons why the person is deemed interested in the transaction: the person is member of the Board of Directors and member of the Management Board (collegial executive body) of PJSC PhosAgro and simultaneously member of the Management Board (collegial executive body) of LLC PhosAgro-Region, the management company of LLC PhosAgro-SeveroZapad (party to the transaction).

Stake held by the interested party in the joint-stock company`s capital: 0.026% of the authorized capital.

Stake held by the interested party in the authorized capital of the legal entity being party to the transaction: no stake.

Person deemed interested in the joint-stock company`s transaction: Alexander F. Sharabaika.

Reasons why the person is deemed interested in the

transaction: the person is member of the Management Board (collegial executive body) of PJSC PhosAgro and simultaneously member of the Management Board (collegial executive body) of LLC PhosAgro-Region, the management company of LLC PhosAgro-SeveroZapad (party to the transaction).

Stake held by the interested party in the joint-stock company`s capital: no stake.

Stake held by the interested party in the authorized capital of the legal entity being party to the transaction: no stake.

TRANSACTION: Loan Agreement No. 1/ФА/ФАД/19-10-247 dd. 31.12.2019 (approved by resolution of the Board of Directors of PJSC PhosAgro on 20 February 2020).

Transaction category: transaction involving several interrelated interested party transactions

Material terms and conditions of transaction: the Lender provides a loan from its own funds to the Borrower in accordance with the terms and conditions of the agreement.

Due date: 31 January 2020.

Parties and beneficiaries under the transaction: LLC Pho-Agro-Don, PJSC PhosAgro.

**Transaction value in monetary terms and as % of the joint-stock companys total assets (not including other interrelated transactions):** RUB 534,225,053.28 (Five hundred and thirty-four million two hundred and twenty-five thousand fifty-three 28/100 roubles), which corresponds to 0.65% of the joint-stock companys total assets.

Person deemed interested in the joint-stock company`s transaction: Andrey A. Guryev.

Reasons why the person is deemed interested in the

transaction: the person was the sole executive body (CEO), member of the Board of Directors and member of the Management Board (collegial executive body) of PJSC PhosAgro and simultaneously was member of the Management Board (collegial executive body) of LLC PhosAgro-Region, the management company of LLC PhosAgro-Don (party to the transaction).

Stake held by the interested party in the joint-stock company`s capital: 0.048% of the authorized capital.

Stake held by the interested party in the authorized capital of the legal entity being party to the transaction: no stake.

Person deemed interested in the joint-stock company`s transaction: Andrey G. Guryev.

Reasons why the person is deemed interested in the transaction: the person was member of the Board of Directors of PJSC PhosAgro and simultaneously is the father of Andrey A. Guryev who is member of the Management Board (collegial executive body) of LLC PhosAgro-Region, the management company of LLC PhosAgro-Don (party to the transaction).

Stake held by the interested party in the joint-stock company`s capital: no stake.

Stake held by the interested party in the authorized capital of the legal entity being party to the transaction: no stake.

Person deemed interested in the joint-stock company`s transaction: Mikhail K. Rybnikov.

Reasons why the person is deemed interested in the transaction: the person was member of the Board of Directors and member of the Management Board (collegial executive body) of PJSC PhosAgro and simultaneously was member of the Management Board (collegial executive body) of LLC PhosAgro-Region, the management company of LLC PhosAgro-Don (party to the transaction).

Stake held by the interested party in the joint-stock company`s capital: 0.026% of the authorized capital.

Stake held by the interested party in the authorized capital of the legal entity being party to the transaction: no stake.

Person deemed interested in the joint-stock company`s transaction: Alexander F. Sharabaika.

Reasons why the person is deemed interested in the transaction: the person was member of the Management Board (collegial executive body) of PJSC PhosAgro and simultaneously was member of the Management Board (collegial executive body) of LLC PhosAgro-Region, the management company of LLC PhosAgro-Don (party to the transaction).

Stake held by the interested party in the joint-stock company`s capital: no stake.

Stake held by the interested party in the authorized capital of the legal entity being party to the transaction: no stake.

Management body of the joint-stock company that made the resolution to give consent to the transaction conclusion or to approve it consequently (if such resolution is available): General Meeting of Shareholders of PJSC PhosAgro.

TRANSACTION: Loan Agreement No. 1/ФА/ФА-Лп/19-10-248 dd. 31.12.2019 (approved by resolution of the Board of Directors of PJSC PhosAgro on 20 February 2020).

Transaction category: transaction involving several interrelated interested party transactions.

Material terms and conditions of transaction: the Lender provides a loan from its own funds to the Borrower in accordance with the terms and conditions of the agreement.

Due date: 31 January 2020.

Parties and beneficiaries under the transaction: LLC Pho-Agro-Lipetsk, PJSC PhosAgro.

**Transaction value in monetary terms and as % of the joint-stock companys total assets (not including other interrelated transactions):** RUB 401,900,534.15 (Four hundred and one million nine hundred thousand five hundred and thirty-four 15/100 roubles), which corresponds to 0.46% of the joint-stock companys total assets.

Person deemed interested in the joint-stock company`s transaction: Andrey A. Guryev.

Reasons why the person is deemed interested in the transaction: the person was the sole executive body (CEO), member of the Board of Directors and member of the Management Board (collegial executive body) of PJSC PhosAgro and simultaneously member of the Management Board (collegial executive body) of LLC PhosAgro-Region, the management company of LLC PhosAgro-Lipetsk (party to the transaction).