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Investor Presentaiton

En+ GROUP CORPORATE GOVERNANCE CORPORATE GOVERNANCE CORPORATE GOVERNANCE The Company is committed to high standards of corporate governance. The Group intends to continue to improve in this area and to adhere to internationally recognised standards of corporate governance, transparency, disclosure and accountability applicable to listed companies. AT A GLANCE 9 directors including 5 independent non-executive directors4 En+ Group Annual Report 2021 CORPORATE GOVERNANCE STRUCTURE The Company's corporate governance structure includes the following key elements STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS APPENDICES 112 Corporate Governance 116 Board of Directors 124 Committees of the Board 126 Audit and Risk Committee 126 Corporate Governance Committee 127 Nominations Committee 127 Remuneration Committee 130 Compliance Committee 130 Health, Safety and Environment Committee The Company has made substantial changes to its corporate governance practices, as a result of the OFAC Sanctions imposed on the Company and its subsidiaries on 6 April 2018 and their subsequent removal on 27 January 2019. Following these changes, the Company has proven its commitment to high international standards of corporate governance. As an international company, the Company aims to comply with the recommendations of the Russian Corporate Governance Code insofar as is appropriate and practicable in the Group's context. In its corporate governance practices, the Company is also guided by the Listing Rules of the Moscow Exchange. As a company incorporated in Russia, with GDRs listed on the Official List of the UK Financial Conduct Authority and traded on the Main Market of the London Stock Exchange², the Company is not required to comply with the provisions of the UK Corporate Governance Code. However, the Company has chosen to comply with the UK Corporate Governance Code insofar as is appropriate and practicable in the Group's context. Adhering to high standards of corporate governance is an important element in attracting new investment, strengthening the Group's competitive position and enhancing shareholder value. Good governance is based on clarity of roles and responsibilities, and the Company aims to ensure that its governance procedures are applied to all areas of decision- making across the Group. The Board of Directors of the Company is responsible to all of En+ Group's stakeholders for the strategic management of the Company. The day- to-day running of the Company falls within the competence of the CEO³. However, the Board retains responsibility for the approval of certain matters, which affect the shape and risk profile of the Company (see details below). The Company's corporate governance system outlines the relationship between the Company's shareholders, the Board, the CEO and the management team, as well as the remit and duties of the Board committees. We consider the following corporate governance principles to be fundamental to our operations: Transparency • • Open and clear decision-making • Legal compliances ° Ongoing growth of the Company's value for the benefit of all stakeholders 6 Board committees Chairs of all Board committees are independent non- executive directors 18 January 2021 - En+ announced its ambition to become net zero by 2050 and to reduce greenhouse gas emissions by at least 35% by 2030 23 December 2021 - the Board approved 6 new corporate policies General shareholders meeting Board CEO read more read more read more at p. 116 at p. 125 at p. 114 TIMELINE OF CORPORATE GOVERNANCE CHANGES 2021/26 MAY The annual general shareholders meeting of the Company took place. The Board's composition has been updated, inter alia two new independent non-executive directors were appointed to the Board. 2022/3 MARCH The London Stock Exchange suspended the admission to trading of the En+ Group's GDRs. 2021/DECEMBER One new non-executive director was elected to fill in the vacant position on the Board. The Board approved six new corporate policies, including the Supplier Standards, the Biodiversity Policy, the Quality Policy and the Diversity and Equal Opportunities Policy. 2022/7 MARCH Joan MacNaughton has resigned from the Board. 132 Information for shareholders and investors As defined under the Federal Law No. 290-FZ On International Companies and International Funds dated 3 August 2018. On 3 and 4 March 2022, the London Stock Exchange suspended the admission to trading of the instruments for most Russian companies, including En+ Group. The Charter uses the term "General Director" which is used interchangeably with the term "CEO" in public disclosures made by the Company. As at the date of this Report. 2022/25 MARCH Lord Barker has resigned from his role as Executive Chairman of the Board and as a director, Christopher Burnham has been elected as Chairman of the Board on the same date. 2022/31 MARCH Carl Hughes has resigned from the Board. 112 113
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