Report on Remuneration of Management and Control Bodies102-35

The remuneration system to the Board of Directors of Unipro PJSC comprises a fixed (quarterly) and variable (annual) part. The fixed part depends on how actively members participated in the work of the Board of Directors. The variable part is linked to the Company’s financial performance in order to encourage commitment of Board members to the Company’s business, and make them interested in achieving bestpossible financial performance.

The Regulation stipulates for the reimbursement to the members of the Board of Directors of all expenses incurred by them in the fulfilment of their job obligations as members of the Board of Directors.

Remuneration is only paid to those Board members who do not hold paid positions, and are not members of the Company’s Management Board and of its affiliates.

Remuneration of the committee members who are members of the Company’s Board of Directors is paid in the amount and in accordance with the procedure set in the Regulations on the Board of Directors of Unipro PJSC. Currently, the Committee members do not receive any other types of remuneration and compensation for expenses other than those provided for in the Regulations. During 2020, only independent members of the Board of Directors received equal remunerations.

Remuneration and compensation to Company employees who are members of the Management Board are paid under employment contracts signed with them as full-time employees, the terms and conditions of which are reviewed by the Appointment and Remuneration Committee.

The Regulation on the Management Board of Unipro PJSC does not provide for any special remunerations or compensations to employees acting as members of the Management Board.

The employment contracts of the Company’s Management Board members set bonuses to be paid based on the performance for the reporting year (annual bonuses). The amount of the bonus of Unipro PJSC Management Board members depends, among other things, on the results of implementation of the individual goals set for them.

Based on the specific terms and conditions of the employment contracts of the Unipro PJSC Management Board members, the Appointment and Remuneration Committee of the Board of Directors approves the individual achievements (KPIs) of the Management Board members based on the results of the relative year

The individual achievements (KPIs) of Unipro PJSC Management Board members for the relative year are one of the basic components used in annual bonus calculations.

In accordance with Article 12 of the Articles of Association of the Company, the competence of the Board of Directors includes the issue of awarding bonuses to the General Director. In accordance with Clause 5.2.10. of the Regulation on the Appointment and Remuneration Committee of the Company’s Board of Directors, the Committee is responsible for preliminary consideration and drafting of the Board resolutions on the issue of establishing the terms and conditions of the employment contract with the General Director of the Company, including on bonuses and other payments.

According to the employment contracts made with Mr W. Bakkmayer, the Deputy General Director for Finance and Economics of Unipro PJSC, and Mr I. V. Popov, the Deputy General Director for Production of Unipro PJSC, employees are paid a variable part of payment (bonus), the amount of which is determined by the General Director, taking into account the recommendation of the Appointment and Remuneration Committee for the previous financial year. The amount of the bonus is determined based on the achievement of the goals agreed with the employee and recorded in writing for the current financial year at the beginning of the period.

The KPI achievements by Unipro PJSC Management Board members based on 2019 performance were reviewed and approved at the meeting of the Appointment and Remuneration Committee (Minutes No. 146 of 02 March 2020).

The auditor’s remuneration is determined by the decision of the Company’s Board of Directors, taking into account the results of the competitive procedures and after preliminary consideration of this issue by the Audit Committee under the Board of Directors of Unipro PJSC.