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    1. 3.1 Corporate governance practices
    2. 3.2 Corporate governance system
    3. 3.3 Oversight system
    4. 3.4 Investor and shareholder relations

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3.4 Investor and shareholder relations

SHAREHOLDER CAPITAL STRUCTURE

As of 31.12.2018, the charter capital of the Company totaled RUBruble 8,743,048,571.1 (or 87,430,485,711 common shares with par value of RUBruble 0.1 each). There were no changes of the Company’s charter capital during 2018. OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals has no preferred shares.

Shares Quantity Face value
Outstanding ordinary shares 87,430,485,711 RUBruble 0.1
Authorized ordinary shares 2,475,713,367 RUBruble 0.1

As of 31.12.2018, the register comprises 16,409 registered accounts, presented by 8 nominal holders, 1 custodians, 105 legal entities and 16,151 individuals.

 

The largest stockholder of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals is PAOPublic Joint-Stock Company Rosseti: itinformation technologies owns a controlling block of voting stock amounting to 51.52% of the charter capital. A large block of the Company’s voting stock (17.48%) is owned by PAOPublic Joint-Stock Company Metkombank. Small blocks of the Company’s voting stock are distributed among AOJoint-Stock Company RENOVA Group of Companies (7.52%), Energyo Solutions Russia (Cyprus) Ltd. (6.69%), Federal Property Fund (3.71%) and OOOLimited Liability Company UK ESE Custodian of NPF Professional’s pension reserves (3.04%). Other stockholders own cumulatively 10.04% of the voting stock. OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals has no information on other blocks of stock over 5% except for these already disclosed above. Shares owned by the Company and its controlled entities: none. Information on certain stockholders’ potential or actual control, stretching out beyond their stakes in the charter capital (incl. shareholder agreements): none. Ordinary and preferred shares of unequal par value: none.

State registration number 1-01-32501-D dated as of 03.05.2005
ticker MRKU
ISIN RU000A0JPPT1

During the reported period ordinary shares of the Company were listed in Level 2 Quotation List of PAOPublic Joint-Stock Company Moscow Exchange, they were also included into the MOEXEUMoscow Exchange Energy & Utilities index.

SHAREHOLDER RIGHTS

The Russian legislation guarantees that any common share gives equal rights to any shareholder. Therefore, our shareholders are entitled to:

  1. Participate in a General Meeting of Stockholders (in person or by proxy) with voting power on all respective matters.
  2. Introduce own proposals to the agenda of a General Meeting of Stockholders in a manner set forth by the Russian legislation and Company’s Charter.
  3. Obtain information on the Company and get familiarized with Company’s documents in line with Article 91 of the Federal Joint-Stock Companies’ Law, other regulatory enactments and Charter.
  4. Collect dividends announced by the Company.
  5. Preemptive acquisition of additional shares and convertible securities, placed by subscription, pro rata to the ownership in cases stipulated by the Russian legislation.
  6. Obtain property of the Company in case of its liquidation.
  7. Enjoy other rights guaranteed by the Russian legislation and Charter.

A stockholder or a group of stockholders with at least 2% of the voting stock are entitled to introduce issues to the agenda of a General Meeting of Stockholders and promote nominees for election to the Board of Directors and Board of Internal Auditors of the Company. A stockholder or a group of stockholders with at least 10% of the voting stock are entitled to initiate an extraordinary General Meeting of Stockholders of the Company.

The rights of IDGCInterregional Distribution Grid Company of Urals’ stockholders are guaranteed by the following:

1. The Company publicly discloses:

2. The Company’s stockholders may submit proposals to be included into the agenda of the annual general meeting of stockholders within 60 days after the end of the calendar year.

3. Registration of entities, entitled to participate in the general meeting of stockholders, is disclosed in details in the Regulations on the General Meeting of Stockholders.

4. The Company’s registrar performs the functions of the Counting Commission during the general meeting of stockholders. Since December 2010 the Company’s registrar is AOJoint-Stock Company STATUS (official web-site: rostatus.ru).

5. Voting results at the general meeting of stockholders are announced prior to the conclusion of the meeting to be disclosed in line with legal requirements.

6. The Company has the Dividend Policy stipulating primary principles of dividend payments, mechanics of dividend decision-taking, procedure, deadlines and form of dividend payments. The relevant Policy is disclosed on the official web-site of the Company.

The decision to pay dividend allows stockholders to receive full details regarding dividend amount, payment procedure and deadlines.

THE COMPANY AND STOCK MARKET

The Company’s market value as of the last trading day (29.12.2018) totaled RUBruble 16.1 billion.

Fluctuations of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals market capitalization in 2018 (%) Source: Moscow Stock Exchange (www.moex.com).

The price for the Company’s common shares lost 12.2% during 2017, starting from RUBruble 0.2095 (average weighted price of the last trading day of 2017) and ending RUBruble 0.184 (average weighted price of the last trading day of 2018).

Fluctuations of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals shares, indices of the Moscow Stock Exchange (IMOEXMoscow Exchange index and MOEXEUMoscow Exchange Energy & Utilities index) in 2018 (%)
Source: Moscow Stock Exchange (www.moex.com).

In 2018 negative events and turmoil, such as several bundles of Russia sanctions, Fx fluctuations, volatility in oil prices, erupted in the Russian stock market. Slowdown in global economic growth, trade conflicts and pressure on emerging markets also had a considerable impact on the Russian stock market. Nevertheless, IMOEXMoscow Exchange index gained 12.3% at year-end. MOEXEUMoscow Exchange Energy & Utilities index showed lower results, losing 11.4% YoYyear on year.

IDGCInterregional Distribution Grid Company of Urals’ trading volume in RUBruble million in 2018
(main market)
Source: Moscow Stock Exchange (www.moex.com).

IDGCInterregional Distribution Grid Company of Urals’ trading volume in million shares in 2018
(main market)
Source: Moscow Stock Exchange (www.moex.com).

During the 1Q2018 the Company’s shares traded positively, inspired by overall optimism of the investment community and Company’s solid FY2017 RASRussian Accounting Standards results, disclosed in late February. However, in April US sanctions have brought the Russian market down, also putting pressure on Company’s stock prices. During the dividend season stock prices recovered previous losses, but in June prices dived again. In 2Q 2018 the prices of the Company’s shares were impacted by:

  1. Extraordinary assignment of the status of the provider of last resort in the Sverdlovsk and Chelyabinsk regions after the Russian Ministry of Energy had divested AOJoint-Stock Company Roskommunenergo, PAOPublic Joint-Stock Company Chelyabenergosbyt and OOOLimited Liability Company NUESKNovouralskaya Energosbytovaya Kompaniya (Novouralsk Energy Sales Company) of the PoLRprovider of the last resort status for numerous law violations;
  2. Accounts receivable due from the companies, deprived of the PoLRprovider of the last resort status, and consequent decline of financial result due to the provision for doubtful accounts receivable and PoLRprovider of the last resort expenses.

Nevertheless, during 2018 the investment community stayed engaged in the Company’s shares. Thus, the annual trading volume in monetary and quantitative terms totaled RUBruble 806.7 million and 3.9 billion shares, respectively. The annual number of transactions amounted to 37.8 thousand.

Number of transactions with OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals shares in 2018, thousand (main market)
Source: Moscow Stock Exchange(www.moex.com).

COMMUNICATIONS WITH STOCKHOLDERS, INVESTORS AND OTHER STOCK MARKET PARTICIPANTS

OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals aims to promptly and regularly convey information about its operations to all those interested in receiving itinformation technologies to the extent necessary for them to make an informed decision about participation in the Company or other actions that are capable of affecting the Company’s financial and business operations.

The Company maintains a special web-page (https://www.mrsk-ural.ru/en/ir/), with answers to frequently asked questions from stockholders and investors, a regularly updated calendar of corporate events, dividend history, key performance indicators as well as other information that investors and stockholder may find useful.

The Company also uses its official web-page at Interfax newswire system (http://www.e-disclosure.ru/portal/company.aspx?id=12105) to disclose corporate events or actions, annual and quarterly reports, accounting (financial) statements, etc.

USEFUL LINKS
FINANCIAL REPORTING
under Russian Accounting Standards http://www.mrsk-ural.ru/en/ir/financial-information/ras/
under International Financial Reporting Standards http://www.mrsk-ural.ru/en/ir/financial-information/ifrs/
IR CALENDAR http://www.mrsk-ural.ru/en/ir/analyst-center/ir-calendar/
QUICK ANALYZER http://www.mrsk-ural.ru/en/ir/analyst-center/quick-analyzer/
INFORMATION DISCLOSURE
Corporate actions and events http://www.mrsk-ural.ru/en/disclosure/issuer/corporate-actions/
Lists of affiliated entities http://www.mrsk-ural.ru/en/disclosure/issuer/affiliate/
Quarterly reports http://www.mrsk-ural.ru/en/disclosure/issuer/quarterly-reports/
Annual reports http://www.mrsk-ural.ru/en/disclosure/issuer/annual-reports/
GOVERNING AND CONTROL BODIES http://www.mrsk-ural.ru/en/company/controls/
HIGHLIGHTS http://www.mrsk-ural.ru/en/company/highlights/finance/

FREQUENTLY ASKED QUESTIONS AND ANSWERS

How can I know the exact amount of the Company’s shares owned by me?

To see the exact amount of the Company’s shares owned by you, you need to contact our registrar AOJoint-Stock Company STATUS at its HQheadquarters (located at: 23/1 Ulitsa Novokhokhlovskaya, Moscow, Russia, 109052) or its regional branches (explore the official registrar’s web-site at www.rostatus.ru to find the nearest office near you). Please, be aware that you should have your ID with you to pick up the account statement containing the exact amount of the Company’s shares owned by you.

I have problems with collecting dividends through my bank account, though general meetings of stockholders regularly vote for dividend allocation. What should I do to finally collect the dividends?

The problem seemingly lies in incorrect or fragmentary data regarding your bank account or taxpayer ID number. You should contact our registrar (AOJoint-Stock Company STATUS) to clear this up.

I do not receive the voting papers from your company to be able to vote at general meetings of stockholders. What should I do to start receiving the voting papers?

The register seemingly contains incorrect address details. To alter it, you should contact any registrar’s office, nearest to you. The registrar alters the register only using relevant data of a questionnaire completed by the stockholder. This questionnaire can be downloaded from the official registrar’s web-site (www.rostatus.ru) for completion. Alteration services are to be paid for in line with the current fees disclosed by the registrar. Please, explore the official registrar’s web-site to find more details on alteration procedure.

ALLOCATION OF PROFIT

Company’s dividend policy focuses on enhancement of Company’s investment prospects and market value, balancing between interests of the Company and its stockholders. The Company’s dividend policy is stipulated by the Regulations on the Dividend Policy(90).

Fundamentals of the Company’s Dividend Policy

FY2015-2018 allocation of profit*

FY2015
(GM held in 2016) (92)
FY2016
(GM held in 2017) (93)
FY2017
(GM held in 2018) (94)
Non-distributed profit (loss) of the reported period, incl.: 2,466,036 3,305,554 4,569,516
Reserve fund 0 0 0
Enterprise development 1,224,523 2,579,881 2,681,018
Dividends 1,241,513 725.673 1,888,498
Recovery of losses of previous periods 0 0 0

Pursuant to the Company’s charter, allocation of FY2018 profit will be decided upon by the Annual General Meeting of Stockholders.

Dividend report:

Total accrued dividend, RUBruble DPS, RUBruble Dividends paid, RUBruble Paid/Accrued, %
FY2017 (94) 1,888,498,481 0.0216 1,866,639,999.35 99.1
FY2016 (93) 725,673,037.27 0.0083 717,606,822.32 98.86
FY2015 (92) 1,241,512,895.69 0.0142 1,227,580,101.61 98.85

Unfortunately, persons, included into the list of persons entitled to collect dividends, collected no dividends since they had not provided the registrar with relevant information on details required for dividend transfers.