Shares and Dividends
Authorised Capital and Authorised Shares
| | At the beginning of 2021 | At the end of 2021 |
|---|---|---|
| Type, category, kind, form of issuance of securities | Ordinary registered uncertified shares | |
| The nominal value of each share (RUB) | 100 | |
| Authorised capital (RUB) | 33,465,783,700 | 33,465,783,700 |
| Number of outstanding shares (pcs) | 334,657,837 | 341,825,681 |
| State registration number of the issuance of securities and the date of state registration | No. 1-02-00063-A dated 8 July 2003 (main issue) | No. 1-02-00063-A dated 8 July 2003 (main issue) No. 1-02-00063-A dated 1 April 2021 (additional issue) |
| Presence/absence of a special right of the Russian Federation to participate in the Company’s management (“golden share”) | No special right of the Russian Federation to participate in the management of the Company (“golden share”) | |
| Existence of authorised shares that the Company may float in addition to those already in circulation | 142,649,400 ordinary shares for the total par value of RUB 14,264.94 mn | 135,481,556 ordinary shares for the total par value of RUB 13,548.16 mn |
| Number of own shares on the Company’s balance (pcs) | 0 | 0 |
| Number of shares of the Company owned by its controlled entities (pcs) | 0 | 0 |
In the reporting year, an additional issue of shares began to be placed, continuing into 2022. The authorised capital of the Company did not change during the reporting year.
The Company did not place any preferred shares.
The Articles of Association of PJSC Rosseti Kuban states that each registered ordinary share of the Company grands the same scope of rights to its holder. The rights of the shareholders are specified in the Company’s Articles of Association.
Shareholders are bound to abide the statutory requirements of the Russian Federation, the Company’s Articles of Association and other by-laws, not to disclose confidential information and information that constitutes trade secrets, to bear the risk of losses related to the Company’s activities within the value of their shares.
Issuance of Additional Shares
During the reporting year, in accordance with the decision of the General Meeting of Shareholders dated 24 February 2021 to increase the authorised capital, the Company placed additionally issued shares, the state registration of which was conducted by the Bank of Russia on 1 April 2021.
The listing prospectus containing the conditions of the placement of securities and registered by the Bank of Russia also on 1 April 2021 provided for a maximum placement period of 1 year from the date of state registration of this additional issue of securities.
On 14 March 2022, the Board of Directors resolved to approve the listing prospectus of Rosseti Kuban’s securities, providing for an extension of the term of placement of securities, pursuant to paragraph 12 of Article 22 of Federal Law No. 39-FZ dated 22 April 1996 On the Securities Market (Minutes No. 470/2022 dated 14 March 2022). On 14 March 2022, the approved listing prospectus was sent to the Bank of Russia for registration. On 25 April 2022, the Bank of Russia registered a listing prospectus and the placement of additional shares continued.
| Issue goals |
including reimbursement of costs incurred by the Company
|
| Share allocation price | RUB 100 per one share |
| Form of payment for shares | Monetary funds |
| Period of pre-emptive right for the acquisition of additionally issued shares | 10 April 2021 – 3 February 2022 |
| Number of securities placed as a result of shareholders exercising their pre-emptive right to purchase securities | 9,003,528 pcs |
| Collection period of offers for acquisition of shares of additional issue stipulated by the listing prospectus registered on 1 April 2021 | 11 February 2022 – 2 March 2022 |
| Date from which the placement of securities was suspended due to the resolution of the Board of Directors to approve the listing prospectus of Rosseti Kuban providing for the extension of the securities placement period | 14 March 2022 |
| Information on the additional issue of PJSC Rosseti Kuban shares on the Company website | Home / For Shareholders and Investors / Information Disclosure / Disclosure of information at specific stages of the securities issue procedure / Issue of shares of Rosseti Kuban constituting additional issue (state registration number 1-02-00063-A dated 1 April 2021) |
Share Capital
The largest shareholders are:
- PJSC Rosseti, which owns 93.58% of the voting shares of the Company
- JSC DVEUK-UNPG, which owns 6.09% of the voting shares of the Company
The Russian Federation indirectly owns voting shares in Rosseti Kuban due to its dominant interest in the above companies (88.04% in PJSC Rosseti and 100% in PJSC DVEUK-UNPG).
The Company does not have any other shareholders who own more than 5% of PJSC Rosseti Kuban’s shares. The Company has no information about any shareholder agreement made. The Company does not hold any shares of its own. There are no cross-holdings of the Company’s shares.
In the third quarter of the reporting year, the Russian Federation represented by the Federal Agency for State Property Management (Rosimushchestvo) transferred ownership of the entire package of 6.09% of the Company’s voting shares held by it to JSC DVEUK-UNPG.
In addition, there were minor changes (up to 1%) in the structure of the Company’s share capital due to placing additionally issued shares.
| Type of personal account / other account and category of registered person | Number of shares | % of issued shares | % of outstanding shares |
|---|---|---|---|
| Account of unidentified persons | 3,364 | 0.0008 | 0.0010 |
Emission account | 62,415,288 | 15.4401 | |
| Legal entities — owners (accounts – 16) | 340,710,069 | 84.2839 | 99.6736 |
| Individual owners, including co-ownership accounts (accounts – 1,791) | 342,913 | 0.0848 | 0.1003 |
| Nominee holders of Central Securities Depository (accounts – 2) | 769,335 | 0.1903 | 0.2251 |
TOTAL ON THE LIST (ACCOUNTS – 1,811) | 404,240,969 | 100.0000 | 100.0000 |
Equity market and the Company’s capitalisation
Shares of Rosseti Kuban PJSC are traded on Level 3 of the List of Securities Admitted to Trading on the Moscow Exchange; ticker: KUBE,
The Company’s market capitalisation at the end of 2020 was RUB 22.7 bn, and at the end of 2021, including the additionally issued shares, it was RUB 22.46 bn
The maximum capitalisation in 2021 was RUB 28.8 bn, while the minimum level was RUB 21.1 bn. In the reporting year, the share price declined by 2.8% (closing price calculation) on the back of a 15.1% increase in the MICEX Index and a 15.2% decrease in the MICEX Power Index.
| Closing price (end of 2020) | Minimum price | Maximum price | Closing price (end of 2021) | Relative gain for the period (%) |
|---|---|---|---|---|
| 68.3 | 63 | 86 | 66.4 | –2.8 |
| Indicator | 2019 | 2020 | 2021 | 2021/2020 (relative increase) (%) |
|---|---|---|---|---|
| Weighted average price at the end of the period (RUB) | 63.6 | 68.5 | 66.7 | –2.6 |
| Market capitalisation on last trading day (RUB bn) (including outstanding additional shares) | 20.88 | 22.69 | 22.46 | –1.0 |
| Trading volume (mn shares) | 0.8 | 1.7 | 0.8 | –52.9 |
| Trading volume (RUB mn) | 57.4 | 129.3 | 60.3 | –53.4 |
The volume of trading the shares of the Company on the Moscow Exchange in 2021 amounted to RUB 60.3 mn / 0.8 mn pcs.
The low traffic in 2021 was due to the insignificant amount of shares in free circulation.
The Company’s shares are not included in the stock index calculation bases.
Dividends
The Dividend Policy of the Company is a set of principles and methods used by the Company to determine the proportions of the capitalised part of the Company’s profits and the part of profits payable in the form of dividends. In addition, it is also a system of relations and principles for determining the procedure and timing for the payment of dividends and for establishing the Company’s responsibility for the performance of the obligation to pay dividends.
The Dividend Policy of the Company is based on the strict observance of the shareholders’ rights as prescribed by the existing laws of the Russian Federation, the Articles of Association, and the internal documents of the Company. The Dividend Policy of the Company is aimed at raising the investment attractiveness of the Company and increasing its market capitalisation. The Policy is based on the balance of the interests of the Company and its shareholders.
The Dividend Policy of the Company is aligned with the Regulations on the Dividend Policy approved by the resolution of the Board of Directors on 31 January 2018 (Minutes No. 297/2018 dated 1 February 2018) and published on the corporate website in the About the Company/ Constituent and Internal Documents section.
Main principles of the Company’s Dividend Policy:
- Complying with the Company practices for dividend accrual and payment, the laws of the Russian Federation and the standards of corporate governance (Decree No. 1094-r of the Government of the Russian Federation dated 29 May 2017)
- Maintaining optimal balance of interests of the Company and its shareholders
- Setting the dividend volume to at least 50% of the net profits determined according to the financial statements, including the consolidated reports prepared following the IFRS and calculated using the procedures set out by the Dividend Policy Regulations
- Ensuring the quarterly dividend payments if the relevant criteria are met
- Ensuring the maximum transparency (relatability) of the dividend calculation mechanism and dividend payout procedures
- Supporting the positive dynamics of dividend payment volumes provided that the net profits of the Company increase
- Making the information on the Company’s Dividend Policy available to the shareholders and other interested parties
- Maintaining the required level of the financial and technical conditions in the Company (Investment Programme implementation), supporting the Company development prospects
| Indicator | For 2018 (annual General Meeting of Shareholders – 2019) | For 2019 (annual General Meeting of Shareholders – 2020) | For 2020 (annual General Meeting of Shareholders – 2021) |
|---|---|---|---|
| Undistributed profit (loss) of the reporting period | 151,158 | 2,428,011 | –1,501,278 |
| Including: | |||
| 7,560 | 121,401 | – |
| 0 | 1,669,696 | – |
| 143,638 | 636,914 | – |
| – | – | – |
In accordance with the Company’s Articles of Association, the annual General Meeting of Shareholders will decide on the distribution of profits based on the results of 2021.
| | Dividend period (year) | ||||
|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Number and date of the Minutes of the General Meeting of Shareholders, when the dividend payment decision was made | No. 39 dated 29 June 2017 | No. 40 dated 25 May 2018 | No. 42 dated 20 June 2019 | No. 43 dated 29 May 2020 | No. 45 dated 4 June 2021 |
Record date of making a list of persons entitled to dividends for the particular dividend period | 27 June 2017 | 5 June 2018 | 1 July 2019 | 15 June 2020 | – |
The volume of declared (accrued) dividends for the shares of this category (type) per one share in (RUB) | 1.762658567 | 1.0585165 | 0.472815 | 1.90318 | – |
Cumulative declared (accrued) dividends for all shares of this category (type) (RUB) | 535,125,135 | 321,570,274 | 143,638,050 | 636,914,105 | – |
The total amount of dividends paid on all Company shares of one category (type) (RUB) | 534,876,410.47 | 321,443,450.61 | 143,566,208.80 | 636,641,664.89 | – |
The payment term for the declared dividends on the Company shares | 10 and 25 working | 10 and 25 working | 10 and 25 working | 10 and 25 working | – |
Form of payment and other provisions for the declared dividends on the Company share | Monetary funds | – | |||
Causes of non-distribution of declared dividends | The questionnaire contains no dividends allocation data to be provided by a registered person | – | |||
Based on the year-end results, the General Meeting of Shareholders of the Company (Minutes No. 45 dated 4 June 2021) decided not to pay dividends based on the 2020 results.
There are no dividend arrears owed by the Company.