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ANNUAL REPORT OF S.P. KOROLEV ROCKET AND SPACE PUBLIC CORPORATION ENERGIA FOR 2019 This Annual Report of S.P.Korolev Rocket and Space Public Corporation Energia (RSC Energia) was prepared based upon its performance in 2019 with due regard for the requirements stated in the Russian Federation Government Decree of December 31, 2010 No. 1214 “On Improvement of the Procedure to Control Open Joint-Stock Companies whose Stock is in Federal Ownership and Federal State Unitary Enterprises”, and in accordance with the Regulations “On Information Disclosure by the Issuers of Outstanding Securities” No. 454-P approved by the Bank of Russia on December 30, 2014 Accuracy of the data contained in this Annual Report, including the Report on the interested-party transactions effected by RSC Energia in 2019, was confirmed by RSC Energia’s Auditing Committee Report as of 01.06.2020. This Annual Report was preliminary approved by RSC Energia’s Board of Directors on August 24, 2020 (Minutes No. 31). This Annual Report was approved at RSC Energia’s General Shareholders’ Meeting on September 28, 2020 (Minutes No 40 of 01.10.2020). 2 TABLE OF CONTENTS 1. BACKGROUND INFORMATION ABOUT RSC ENERGIA ............................. 6 1.1. Company background .........................................................................................................................6 1.2. Period of the Company operation in the industry ...............................................................................6 1.3. Information about the purchase and sale contracts for participating interests, equities, shares of business partnerships and companies concluded by the Company in 2019 ..............................................7 1.4. Information about the holding structure and the organizations involved ...........................................8 2. PRIORITY DIRECTIONS OF RSC ENERGIA OPERATION ........................ 11 2.1. Information about the Company strategies and development programs (including innovation and investment programs) ............................................................................................................................11 2.2. Prospects for development of the Company .....................................................................................11 2.3. Level of investment with a breakdown by financing sources in 2019 ..............................................12 2.4. Quality Management System in force at the Company ....................................................................13 2.5. Information about non-core assets alienation program .....................................................................15 3. REPORT OF THE BOARD OF DIRECTORS ON THE RESULTS OF THE RSC ENERGIA DEVELOPMENT IN THE HIGH-PRIORITY AREAS OF ACTIVITY................................................................................................................... 17 3.1. Financial and economic results of activities in 2015-2019, as well as information about available Key Performance Indicators System ............................................................................................17 3.2. Info about Corporation’s standing in the industry. Major competitors of the Corporation in the industry ...................................................................................................................................................19 3.3. The Company’s share in respective market segment in terms of its core business and dynamics of this indicator over the last 3 years ...........................................................................................22 3.4. ISS transportation support .................................................................................................................23 3.5. Flight operation of space systems .....................................................................................................24 3.6. Development and operation of the ISS .............................................................................................28 3.7. Results of scientific programs onboard the ISS RS ..........................................................................29 3.8. Advanced space systems ...................................................................................................................31 3.9. Design engineering of spacecraft, space complexes and launch vehicles ........................................32 3.10. Unmanned space complexes and systems .....................................................................................34 3.11. International activities of the Corporation .....................................................................................34 4. ENERGY EFFICIENCY ........................................................................................ 37 4.1. Measures to enhance energy efficiency ............................................................................................37 4.2. Information about the volume of different types of energy resources used by the Company in 2019 in kind and in ruble terms ...................................................................................................................38 5. SOCIAL RESPONSIBILITY. PERSONNEL DEVELOPMENT AND SOCIAL POLICY ............................................................................................................. 39 5.1. Personnel policy ................................................................................................................................39 5.2. Personnel motivation.........................................................................................................................42 5.3. Social policy ......................................................................................................................................45 6. CORPORATE GOVERNANCE ............................................................................ 48 6.1. Corporate governance concepts and structure ..................................................................................48 3 6.2. Information about the Company General Shareholders’ Meeting held ............................................51 6.3. Information about the Company Board of Directors ........................................................................52 6.3.1. Board of Directors’ Regulations....................................................................................................52 6.3.2. Company Board of Directors membership ....................................................................................53 6.3.3. Background information about the persons who were the members Board of Directors in 2019 54 6.3.4. Regulations on ad hoc Committees at the Company Board of Directors, their memberships and information about the meetings held .....................................................................................................58 6.3.5. Provision on Remuneration of the Company Board of Directors members..................................60 6.3.6. Information about remuneration paid to the Company Board of Directors members in 2019 .....61 6.4. Information about the Company executive bodies ...........................................................................61 6.4.1. Chief Executive Officer of the Company ......................................................................................61 6.4.2. Collective Executive Body of the Company .................................................................................62 6.4.3. Company Management Board membership ..................................................................................62 6.4.4. Background information about the persons serving on the Company Management Board in 2019 63 6.4.5. Provision on remuneration of the Company executive bodies members ......................................69 6.4.6. Information about remuneration paid to the Company executive bodies members in 2019 .........69 7. EQUITY CAPITAL ................................................................................................. 70 7.1. Equity capital structure .....................................................................................................................70 7.2. Dividend Policy.................................................................................................................................71 7.3. Information about distribution and disposition of the profit earned by the 2018 performance in 2019..........................................................................................................................................................74 8. INTERNAL CONTROL AND RISK MANAGEMENT ..................................... 75 8.1. Description of the key risk factors associated with the Company activities .....................................75 8.2. Internal control ......................................................................................................................................83 8.3. Internal audit .........................................................................................................................................83 8.4. Information about the Company Auditing Committee .........................................................................84 8.5. Membership of RSC Energia Auditing Committee during the accounting year ..............................86 8.6. Remuneration paid to the Auditing Committee members in 2019 ...................................................87 9. ADDITIONAL INFORMATION
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