The Board of Directors of MTS PJSC hereby represents that the principles of corporate governance stipulated by the Corporate Governance Code (hereinafter referred to as the Code) are complied with by the Company, excluding certain principles and recommendations of the Code specified in the Annex to this Representation.  

This report on compliance with the principles and recommendations of the Corporate Governance Code in the Company was considered by the Board of Directors of MTS PJSC at the meeting on May 17, 2022, Minutes No. 332. 

The Board of Directors of MTS PJSC acknowledges that the data given in this report contain full and valid information on the Company’s compliance with the principles and recommendations of the Corporate Governance Code for 2021, as well as for the period after the reporting date before the approval of the Annual Report of MTS PJSC by the Board of Directors of MTS PJSC¹.

¹ The reporting year shall be specified, and if the report on compliance with the principles and recommendations of the Corporate Governance Code comprises data for the period that elapsed from the time of reporting year completion and to the date of preparation of this report, the date of preparation of this report shall be specified.

Brief description of most substantial aspects of the model and corporate governance practices at the Company

The system (model) of corporate governance of the Company was built on the basis of the provisions of the applicable law of the Russian Federation, provisions of the Charter of the Company and principles recommended for use by the Corporate Governance Code, with account of the listing requirements of the Moscow Exchange and NYSE, and also takes into account the G20 corporate governance principles adopted by the Organization for Economic Cooperation and Development. Description of most substantial aspects of the corporate governance model and practices is provided in the section “Corporate Governance” of the Annual Report of MTS PJSC.

Description of the methodology, which the joint stock company used to assess compliance with principles of corporate governance set forth in the Corporate Governance Code

Assessment of compliance with corporate governance principles set forth in the Code is implemented by the method of analysis and comparison of internal standards and procedures with the recommendations of the Code.

Planned (suggested) actions and measures of the joint stock company to improve the corporate governance model and practice

In 2022, MTS plans to focus on tracking and analysing new international practices and trends in the field of corporate governance, as well as on introducing practices that will help increase the level of corporate governance at the Company. Particularly for these purposes, the Board of Directors of MTS PJSC adopted the resolution (as of March 18, 2021; Minutes No. 302) on the transformation of the Corporate Governance Committee of the MTS PJSC Board of Directors into the ESG Committee (Corporate Governance, Environmental and Social Responsibility Committee) of the Board of Directors of MTS PJSC.

Detailed information on compliance with the principles of the Code as of the date of approval of the Annual Report of MTS PJSC by the Board of Directors of MTS PJSC, as well as on actions for further implementation of the Code recommendations is provided below in the Annex to this Representation.

Due to the spread of coronavirus infection (COVID-19), and in accordance with Article 2 of Federal Law No. 17-FZ dd. February 24, 2021, all General Meetings of Shareholders of MTS PJSC in 2021 were held in the form of absentee voting.

Annex to the Representation of the Board of Directors of MTS PJSC on compliance with the principles and recommendations of the Corporate Governance Code

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

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