Corporate Secretary

The Company’s Board of Directors adopts the resolution on the appointment of the head of the Corporate Secretary. In its activities, the Corporate Secretary is functionally accountable to the Board of Directors and administratively accountable to the CEO, which ensures the necessary degree of independence.

The independence of the Corporate Secretary is also ensured by the incentive system for the Corporate Secretary established by the Company’s Board of Directors, including KPIs and PBs that are approved each year. Upon fulfilling the KPIs and PBs, the Corporate Secretary annually submits the appropriate report to the Board of Directors based on which the Company’s Board of Directors adopts decisions concerning bonuses.

The Corporate Secretary holds the position of Deputy CEO and has a subordinate division that is responsible for performing the functions of the Corporate Secretary – the Department of Corporate Relations and Antimonopoly Compliance (DCRAC)According to the Regulation on the PJSC Inter RAO Corporate Secretary dated June 27, 2019..

The Company’s Corporate Secretary is Tamara Merebashvili.

The main functions of the Corporate Secretary areThe Regulation on the Corporate Secretary is available at the website:

  • Organization of preparations for and supporting the General Meeting of Shareholders
  • Support the work of the Board of Directors and its committees
  • Arrangement of meetings of the Management Board and control over the implementation of its work plan and any instructions that are issued
  • Support the Company’s interaction with its shareholders and participate in preventing corporate conflicts
  • Participation in the implementation of the Company’s disclosure policy and also ensure the storage of the Company’s corporate documents
  • Support the Company’s interaction with regulatory bodies, trade organizers, registrars, and other professional securities market participants
  • Participation in the improvement of the Company’s corporate governance system and practices
  • Ensure compliance with securities laws
  • Ensure compliance with antimonopoly laws, including in terms of economic concentration
  • Control of circulation ofinsider information
  • Legislative rule-making

Position

Deputy CEO, Head of the Corporate and Property Relations Unit, and Corporate Secretary

Year of birth

1977

Nationality

Russian Federation

Education

1999: She graduated from St. Petersburg State University with an honors degree in law

Candidate of Legal Sciences

Positions held over the last five years

2019 until present: Deputy CEO, Head of the Corporate and Property Relations Unit, and Corporate Secretary of PJSC Inter RAO, and Chairwoman of the Board of Directors of LLC Inter RAO — IT

2016-2019: Head of the Corporate and Property Relations Unit of PJSC Inter RAO and CEO of LLC Inter RAO — IT

2015-2016: Deputy Head of the Central Asia and Caucasus Asset Management Unit at PJSC Inter RAO

2011-2015: Deputy CEO for Long-Term Development, Deputy CEO for Commercial Affairs, and Deputy CEO and Commercial Director of LLC Inter RAO UES Energy Efficiency Center

Membership in associations and public organizations

  • Member of the Board and member of the National Association of Corporate Secretaries
  • Member of the Expert Council on Corporate Governance under the Ministry of Economic Development of the Russian Federation
  • Member of the Corporate Governance Working Group at the Federal Agency for State Property Management
  • Member of the Issuers Committee of PJSC Moscow Exchange
  • Member of the Council for the Improvement of Legislation on Arbitration Courts under the Ministry of Justice of the Russian Federation

Share ownership and transactions

She does not own any shares in the Company or entities under its control

Professional achievements:

In 2019, she won the XIV ‘Director of the Year’ National Award in the category ‘Corporate Governance Director / Corporate Secretary’.

In 2018, Tamara Merebashvili was awarded first place among corporate governance directors in the fuel and energy sector in the annual ‘Top 1,000 Russian managers’ ranking issued by the Association of Managers and Kommersant publishing house.

While working as the Corporate Secretary, PJSC Inter RAO took the first place in the ACRA Rating Agency’s Corporate Governance Rating of First-Tier Listed Companies of the Moscow Exchange based on the results of the 2017–2018 corporate year.

She is a co-author and editor of the article ‘Corporate Governance at PJSC Inter RAO: Risk-Based Approach’ of the National Corporate Governance Report.