Governing Bodies

The General Meeting of Shareholders is the supreme governing body of JSC Uralkali. The order of convocation and the procedure of the General Meeting of Shareholders are established under the Regulations on the General Meeting of the Shareholders of Uralkali. The Annual General Meeting of Shareholders is held not earlier than two months after and not later than six months after the end of the reporting fiscal year. Sessions of the General Meeting of Shareholders held additionally to the Annual General Meeting of Shareholders are considered Extraordinary General Meetings of Shareholders.

The following matters shall come under the competence of the General Meeting of
Shareholders:

• to make amendment and addenda to the Company’s Charter
• reorganisation and liquidation of the Company
• determination of the size of the Company’s Board of Directors, election of its members and
• early termination of their powers
• determination of the number, par value, and category (type) of authorized shares, and the
• rights represented by such shares
• increase or reduction of the charter capital of the Company
• election of members of the Company’s Internal Audit Commission
• approval of the Company’s Auditor
• approval of the Company’s annual reports, annual financial statements, including profit-and-
• loss reports (profit-and-loss accounts), as well as distributions of profits, including,
• payment (declaration) of dividends
• approval of large transactions
• resolving other matters pursuant to the Federal Law «On Joint Stock Companies»

The Board of Directors of the Company has overall charge of its activities, with the exception of issues classified by the Federal Law On Joint-Stock Companies as falling under the jurisdiction of the General Meeting of Shareholders. Its competence is determined by the Charter of the Company.

All major decisions are taken at the meetings of the Board of Directors in the form of a mutual presence. The key priorities of the Board include:

• ensuring long-term sound development of the Company in accordance with the interests of the shareholders
• overseeing the activities of the management bodies of the Company
• rigorous observation and protection of the rights and interests of the Company’s shareholders enterprise-wide management succession planning

Uralkali’s Board of Directors has the following standing committees:

• Audit Committee
• Investment and Development Committee
• Appointments and Remuneration Committee
• Corporate Social Responsibility Committee

Collective and individual executive bodies — Management and the General Director (CEO) — are responsible for the day-to-day operations of the Company. The executive bodies report to the Board of Directors and the General Meeting of Shareholders. The General Director of the Company is simultaneously the Chairman of the Management Board of the Company.

The CEO and the Company’s Management Board ensure the fulfillment of the decisions of the General Shareholders Meeting and the Board of Directors.

The Management Board of the Company is competent:

• to define short-term objectives of operation of the Company
• to tentatively approve the Company’s annual budget and annual business plan of the
• Company and to submit them to the Board of Directors for consideration
• to approve the accounting policy
• to exercise control over the execution of the budget
• to exercise control over the execution and fulfillment of civil-law contracts
• to approve certain internal documents
• to make recommendations for the Board of Directors on Company’s participation in other
• organizations

The CEO is responsible for the matters that do not fall in the competence of the General Meeting of Shareholders or the Management Board in accordance with Uralkali’s Charter.