Amended and Restated REGULATIONS On Remunerations and Compensations paid to The Board of Internal Auditors Of IDGC of Urals, OAO

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1 AS APPROVED BY: The Annual General Shareholder Meeting of Interregional Distributive Grid Company of Urals AGSM Protocol #8 dd. 18 June 2015 Amended and Restated REGULATIONS On Remunerations and Compensations paid to The Board of Internal Auditors Of IDGC of Urals, OAO Ekaterinburg 2015

2 2 1. General Provisions 1.1. The present Regulations on Remunerations and Compensations paid to the Board of Internal Auditors of Open Joint-Stock Company Interregional Distributive Grid Company of Urals (hereinafter referred to as the Regulations) is a document of Open Joint-Stock Company Interregional Distributive Grid Company of Urals (hereinafter referred to as the Company), developed pursuant to the Federal Joint Stock Companies Law #208-FZ dd. 26 December 1995, Charter and other bylaws The Regulations shall stipulate the calculation and manner of payment of remunerations and compensations, set forth by Law of Russia, for the duties envisaged by the Charter and Regulations on the Board of Internal Auditors The Regulations shall not be applied to the members, subject to legal restrictions or prohibition of any allowances from businesses. Remunerations and compensations shall not be paid to those members who are government employees (clause 3.3 Article 12.1 of the Federal Anticorruption Law #279-FZ dd. 25 December 2008) If such prohibition or limitation of any allowances from businesses is lifted on the grounds provided by Law of Russia, remunerations and compensations shall be calculated since the date of a written notice on such lift, filed by a member to the Board of Internal Auditors according to the procedure stated herein In case of removal as well as election by the extraordinary general shareholder meeting, remunerations shall be calculated keeping in mind the actual tenure of a member Settlements with the members of the Board shall be made in Russian rubles upon a member s application (applications) on remunerations/compensations, prepared according to forms from Appendices #3,4 hereof, via bank transfers to an account provided in the application. 2. Remuneration Amount and Manner of Payment Performance-based remuneration shall be paid to a member for a corporate year and shall depend upon the degree of his/her involvement in Board activities. For the purposes hereof, to determine remunerations and compensations paid to the Board of Internal Auditors, a corporate year shall be a period between the election of the Board of Internal Auditors by the general shareholder meeting and next general shareholder meeting with the agenda deciding on the election of the Board of Internal Auditors. To calculate remunerations and compensations paid to the members who were removed and elected by the extraordinary general shareholder meeting, a corporate year shall be equal to 365 calendar days Remunerations for a member shall be determined by the basic amount (Rbase), set upon the annual RAS revenues of the Company and shall total: Group Annual revenues Basic amount 1 over RUR 200 bn RUR 150,000 2 over RUR 30 bn RUR 135,000 3 over RUR 10 bn RUR 120,000 4 over RUR 1 bn RUR 105,000 5 over RUR 600 mn RUR 90, Actual amount of performance-based remunerations for a member shall be calculated according to the formula:

3 3 Ractual = Rbase * ( mi / m ) * P c, whereas: Ractual actual amount calculated from the basic amount; Rbase basic amount calculated according to the table from clause 2.2; mi number of calendar days in a corporate year when a member hold its office; m overall amount of calendar days in a corporate year; P c personal contribution of a member Personal contribution shall demonstrate how a member attended meetings as well as performed additional duties (Chairperson or Secretary) Personal contribution shall be calculated for each member according to the formula: P c = (1 + A t + C add ) * C aud, whereas: P c personal contribution; A t attendance at meetings; C add coefficient factoring in Chairperson/Secretary duties; C aud involvement in audits and inspections conducted by the Board of Internal Auditors A t coefficient shall be based on the attendance of a member at ni-meetings out of n-meetings conducted by the Board of Internal Auditors during a corporate year, including absentee voting: A t = 0.1 * (ni / n), whereas ni and n values are based on protocols of the Board of Internal Auditors C add, factoring in Chairperson/Secretary duties shall be calculated according the following formula: C add C = 0.3 * (fi / m) for the Chairperson, C add S = 0.1 * (fi / m) for the Secretary, whereas: fi number of days in a corporate year (out of overall amount m), when Chairperson/Secretary discharged their functions, as is stated by the protocols C aud coefficient shall be set by a Chairperson resolution based upon the involvement of a member in audits and service quality between and Determination of C aud individual coefficients shall factor in the involvement of a member in all levels of the audit process: - Preparation / scheduling of audits and inspections; - Audit and inspections; - Preparation of an inspection certificate; - Post-inspection coordination with the Company (including monitoring of response) P c coefficient and its components (A t, C add, C aud ) shall be a decimal, accurate to 3 rd decimal place The Chairperson shall set P c coefficient and file it to the sole executive body according to a form from Appendix #1 hereof A member, who missed over 50% of meetings during his/her tenure, shall earn no remuneration (P c = 0) Actual remunerations for each member shall be calculated according to a form from Appendix #2 hereof.

4 The Company shall calculate, deduct and pay income tax and other taxes and levies regarding remunerations and compensations paid to the Board of Internal Auditors If during a corporate year a member actively participated in additional inspections or control activities, conducted at the direction of a GSM or Board of Directors or request from a holder (holders) owing at least 10% of Company s voting shares, the Chairperson shall be entitled to petition the general shareholder meeting for the increase of actual remunerations, calculated according to the formula from clause 2.3. hereof Calculation of remunerations shall be overseen by the Chairperson; remuneration payment shall be overseen by the sole executive body of the Company Remunerations shall be paid within 30 (Thirty) calendar days since the issuance of a audit report, provided that the Chairperson forwards the calculation of P c coefficient of each member to the sole executive body of the Company. If the general shareholder meeting decides to increase remunerations for audits and inspections, conducted in accordance with clause 2.4. hereof, the Company shall factor in the increase approved by the GSM while calculating actual remunerations. If the general shareholder meeting decides to increase actual remunerations for the Board of Internal Auditors after the accrual date, the Company shall additionally pay the difference between already accrued remunerations and increased remunerations approved by the GSM A member shall be entitled to fully or partially renounce remunerations and compensations, stipulated herein, by filing a renounce application to the sole executive body of the Company. 3. Remuneration Amount and Manner of Payment The Company shall reimburse documented expenses that were incurred by members in connection with the activities, not subject to limitations stipulated by clause 1.3. hereof, if they visit Company s facilities, attend meetings arranged at the Company s premises or discharge other tasks of the Board of Internal Auditors Reimbursement of expenses, related to the attendance of meetings and inspections, shall be determined by actual documented expenses within reimbursement limits stipulated by clause 3.4. hereof If actual expenses, incurred by a member, exceed the amount stipulated by clause 3.2. hereof, such excess shall not be reimbursed Upon request from the Board of Internal Auditors the Company shall acquire multimodal roundtrip travel tickets and accommodate (reserve and pay) members according to the following limits: - air transport (Economy class); - railway transport (compartment car in a deluxe train or Economy class in a highspeed train); - regular motor vehicles (roundtrip tickets according to existing transportation rates); - motor vehicles (except taxi), railway transportation to/from airport according to existing transportation rates (Economy class); - accommodation in 4* hotels (Standard rooms).

5 5 The Company may acquire travel tickets and reserve accommodation of a higher class if there are no required airplane/railway tickets or rooms in hotels of the appropriate category To reimburse incurred expenses, a member shall file a written application (sample from Appendix #3 hereof), original expense documents and bank details to the Company. Documents supporting incurred expenses, subject to reimbursement, shall be forwarded by a member according to the procedure stipulated by Law of Russia on trip expenses Compensations shall be reimbursed within 5 working days since the receipt of the documents, stipulated by clause 3.5. hereof, by the Company. 4. Final Provisions The Regulations shall come into force since the date when the Regulations were approved by the GSM If provisions, contained herein, contradict Russian legislation, current Russian legislation shall be applied until the Regulations are brought in line with the laws and the GSM amends (or revises) the Regulations.

6 6 Appendix #1 of the Regulations on Remunerations and Compensations paid to the Board of Internal Auditors Calculation of Personal Contribution of a member 1 Member of the Board of Internal Auditors: Coefficient n ni A t fi m C add C aud P c Indicator amount Grounding Number of meetings arranged during a corporate year, including absentee voting. Number of meetings attended by a member. Coefficient of meeting attendance: A t = 0.1 * ( ni / n ). Number of days in a corporate year during which Chairperson/Secretary duties were discharged. Overall number of days in a corporate year. Coefficient factoring in Chairperson/Secretary duties: C add C = 0.3 * (fi / m) for the Chairperson, C add S = 0.1 * (fi / m) for the Secretary. C aud coefficient of involvement into audits and inspections arranged by the Board of Internal Auditors ( ). For the Chairperson C aud = P c = (1 + A t + C add ) * C aud A member, who missed over 50% of meetings conducted during his/her tenure, gets P c = 0.0 Chairperson of the Board of Internal Auditors / Name / 1 Filled in by the Chairperson of the Board of Internal Auditors with regard to each member, including the Chairperson.

7 7 Appendix #2 of the Regulations on Remunerations and Compensations paid to the Board of Internal Auditors Calculation of actual remuneration of a member Board of Internal Auditors member: m mi R base P c R actual Coefficient Petition regarding the increase of actual remunerations by % Total R actual, factoring in a resolution on the increase Indica tor amoun t Grounding Overall number of days in a corporate year. Number of days in a corporate year during which duties of a member were discharged. According to clause 2.2. of the Regulations Set by the Chairperson and forwarded to the sole executive body of the Company. R actual = R base * ( m i / m ) * P c A resolution on the increase of actual remunerations Chief Accountant of the Company / Name /

8 8 Appendix #3 of the Regulations on Remunerations and Compensations paid to the Board of Internal Auditors (sole executive body of IDGC of Urals) (Name ) From a member Name Application on remuneration payment You are kindly requested to order to pay me remunerations related to my duties as a member of the Board of Internal Auditors of (Company name) for the following period. I certify hereby that during the period I was not among entities, subject to legal restrictions or prohibition of any allowances from businesses. Remunerations should be paid via bank transfer to the following bank account (account details). Date / Name /

9 9 Appendix #4 of the Regulations on Remunerations and Compensations paid to the Board of Internal Auditors (sole executive body of IDGC of Urals) (Name ) From a member Name Application on Compensation Payment You are kindly requested to order to compensate me traveling and accommodation expenses equal to RUR, incurred due to (Board activities): - travel expenses - (details of documents, ticket class and price, total expenses); - accommodation expenses - (hotel since to equal to RUR ). Compensations should be paid via bank transfer to the following bank account: (account details). Appendix: Documents supporting incurred expenses, subject to reimbursement. Date / Name /