The Board of Directors remuneration

Remuneration payable to members of the Board of Directors of PJSC “Uralkali” in 2015

Members of the Board of Directors receive remuneration in line with the Regulations on directors’ remuneration and reimbursement. The Regulations only provide for remuneration for independent directors and at the same time specify director independence criteria.

An independent director’s remuneration consists of the base part and a separate part for additional duties as a committee member or chairperson or as a deputy chairperson of the Board of Directors. Both parts of remuneration are fixed values.

Remuneration payable to the Chairman of the Board of Directors is governed by a specific section of the Regulations on directors’ remuneration and compensation. The Chairman’s remuneration is also fixed and is paid on a monthly basis in equal amounts.

In 2015, three independent directors received remuneration: Sergey Chemezov, Sir Robert Margetts and Paul Ostling.

In December 2015, the general meeting of the Company approved the new version of the remuneration regulations. As the actual time and effort contributed by directors in 2015 considerably exceeded the original work plan, the new document allowed for a one-time increase in the annual base remuneration for independent directors subject to the increase being capped at the amount of base remuneration and subject to the Company implementing a strategic transaction in the respective year.

According to the new remuneration regulations, the annual base remuneration for all independent directors was increased in December 2015.

Shareholders also deemed reasonable and satisfied a Board’s suggestion to increase the size of remuneration for chairing the committees required by the Moscow Exchange’s Listing Rules (i.e. the Audit Committee and the Appointments and Remuneration Committee).

Several other amendments were introduced to the remuneration structure, all of which are published on Uralkali’s official web site.

In accordance with the the Regulations on directors’ remuneration and reimbursement Members of the Board of Directors are reimbursed from their travel expenses (travel to and from the location of the meeting of the Board of Directors), accommodation costs and costs not related to participation in Board meetings but connected with the business of the Company. Members of the Board of Directors are reimbursed for the expenses incurred by them within reasonable limits.

In total, payments to directors in 2015 were as follows:

* Based on the average RUB/USD exchange rate in 2015 – 60.96 RUB/1 dollar.