APPROVED:
Board of Directors
Protocol No. 10
Chairman of the Board of Directors
REGULATIONS
on dividend policy
scientific and technological complex"
1.1. This Dividend Policy Regulation (hereinafter the Regulation) has been developed in accordance with the current legislation, the Company's Articles of Association and its internal documents. The purpose of adopting these Regulations is to determine the strategy of the Board of Directors of the Company when developing recommendations on the amount of dividends on shares and the procedure for their payment.
1.2. The dividend policy of the Company is part the general profit management policy of the Company, which consists in optimizing the proportions between the payable and capitalized parts in order to maximize the welfare of the Company's shareholders.
1.3. The dividend policy of the Company is based on the balance of interests of the Company and its shareholders in determining the amount of dividend payments, on increasing the investment attractiveness of the Company and its capitalization, on respect for and strict observance of the rights of shareholders provided for by the legislation of the Russian Federation, the Charter of the Company and its internal documents.
2. Basic principles of the dividend policy.
2.1. A dividend is the income of shareholders on their shares, paid by the Company in accordance with the decision of the General Meeting of Shareholders. The source of dividend payment is the net income (total profit) of the Company
2.2. Along with the growth of capitalization, the Company strives to increase the amount of dividends paid to shareholders, based on the amount received net profit for the year and the needs of the development of production and investment activities of the Company.
2.3. The dividend policy of the Company is based on the following principles:
If there is net income, the Company annually allocates the established part for the payment of dividends, using the profit remaining at its disposal mainly for reinvestment, in order to increase the Company's capitalization;
Optimal combination of interests of the Company and its shareholders;
The need to increase the investment attractiveness of the Company and its capitalization;
Respect and strict observance of the rights and legally protected interests of shareholders, provided for by the legislation of the Russian Federation and the best practice of corporate governance;
Transparency and openness of mechanisms for determining the amount of dividends and their payment;
Informing shareholders about the dividend policy of the Company.
2.4. It is not allowed to accrue dividends on the shares of the Company:
1) if the equity capital is negative or if the equity capital of the Company becomes negative as a result of accrual of dividends on its shares;
2) if the Company meets the signs of insolvency or insolvency in accordance with the legislation of the Russian Federation on bankruptcy, or the indicated signs appear in the Company as a result of accrual of dividends on its shares.
3. The procedure for calculating and paying dividends.
3.1. Dividends on the Company's shares are paid in cash, provided that the decision to pay dividends was made by the General Meeting of Shareholders on the recommendation of the Board of Directors.
3.2. The amount of dividends cannot be more than recommended by the Board of Directors of the Company.
3.3. When determining the amount of dividends recommended to the General Meeting of Shareholders, the Board of Directors is guided by the amount of net income (total profit) determined according to the Company's financial statements.
3.5. Payment of dividends on the Company's shares is carried out at the end of the year.
3.6. Dividends are not accrued and paid on shares that were not placed or were bought back by the Company itself, as well as if a decision was made by the court or the General Meeting of Shareholders to liquidate them.
3.7. General meeting shareholders have the right to take a decision on non-payment of dividends on ordinary shares of the Company with the obligatory publication of it in a printed publication within ten business days from the date of the decision.
3.8. The decision of the General Meeting of Shareholders on the payment of dividends must contain the following information:
1) name, location, banking and other details of the Company;
2) the period for which dividends are paid;
3) the amount of the dividend per one ordinary share;
4) date of commencement of payment of dividends;
5) procedure and form of payment of dividends.
3.9. To organize the planned and timely payment of dividends, the Company may engage a paying agent. Payment for the services of a paying agent is made at the expense of the Company.
3.10. The payment of a dividend is considered to be the transfer of the relevant amounts of money from the Company's account to a bank account or postal address contained in the Company's shareholder register maintenance system, or in the enterprise's cash desk.
4. Responsibility for non-payment of dividends.
4.1. Responsibility for incomplete and untimely payment of dividends is determined by law Russian Federation.
4.2. The Company shall not be liable for non-payment of dividends if shareholders do not provide information about their exact bank details or postal addresses or changes to them, which makes it impossible to pay dividends to such shareholders.
1 APPROVED by the decision of the Board of Directors of IDGC of Urals, JSC Minutes dated September 03, 2010 73 REGULATIONS ON THE DIVIDEND POLICY OF IDGC of Urals, JSC. Yekaterinburg 2010
2 Content 1 General Provisions Principles of the dividend policy of the Company The conditions for the payment of dividends the amount of dividend payments to sources of funds allocated to pay dividends the procedure for making dividends list of persons entitled to receive dividends the Procedure, Terms and form of payment of dividends. Disclosure of information on dividend policy liability of the Company FOR NON-PAYMENT OF DIVIDENDS FINAL PROVISIONS
3 1 GENERAL PROVISIONS 1.1. This Regulation on the Dividend Policy of IDGC of Urals, Open Joint Stock Company (hereinafter referred to as the Regulations) has been developed in accordance with the current legislation of the Russian Federation, the Articles of Association of IDGC of Urals, JSC (hereinafter referred to as the Company), as well as the recommendations of the Corporate Governance Code of IDGC of Urals, JSC and other internal documents of the Company The dividend policy of the Company is a set of principles and methods used by the Company to determine the proportions between the capitalized part of the Company's profit and the part of the profit paid out in the form of dividends, as well as a system of relations and principles for determining the procedure and terms for paying dividends, for establishing the Company's liability for failure to obligation to pay dividends The dividend policy of the Company is based on the balance of interests of the Company and its shareholders in determining the amount of dividend payments, on respect and strict observance of the rights of shareholders provided for by the current legislation of the Russian Federation, the Charter m and internal documents of the Company, and is aimed at increasing the investment attractiveness of the Company and the growth of its market capitalization. The Regulation determines the main principles and approaches when the Board of Directors of the Company makes decisions on the issue of recommendations to the General Meeting of Shareholders on the amount of dividends on shares in order to ensure the transparency of the mechanism for determining the amount of dividends and their payments, as well as informing shareholders and other interested parties about the dividend policy of the Company and determines the procedure for making a decision on the payment (declaration) of dividends, the conditions for their payment, the procedure for calculating the amount of dividends, including the timing, place, form of their payment, as well as liability of the Company for non-payment of dividends securities unless otherwise provided by these Regulations. 2 PRINCIPLES OF THE COMPANY'S DIVIDEND POLICY 2.1. The dividend policy of the Company is based on the following principles: the calculation of dividends is based on the use of profit without taking into account the impact of revaluation financial investments; the need to maintain the required level of financial and technical condition Society (execution investment program), ensuring the development prospects of the Company; compliance with the Company's practice of accrual and payment of dividends to the legislation of the Russian Federation and the best standards of corporate conduct; optimal combination of interests of the Company and shareholders; the need to increase the investment attractiveness of the Company and its capitalization; ensuring transparency (understandability) of the mechanism for determining the amount of dividends and their payment; 3
4 Dividends on ordinary shares are paid only in case of payment in full in accordance with the Charter of the Company dividends on preferred shares (in the case of placement of preferred shares of the Company) The recommended amount of dividend payments is determined by the Board of Directors based on financial results activities of the Company, while the Board of Directors will strive to ensure a positive dynamics in the amount of dividend payments to shareholders from year to year. 3 DIVIDEND PAYMENT TERMS 3.1. The Company has the right, based on the results of the first quarter, six months, nine months fiscal year and (or) based on the results of the financial year, make decisions (announce) on the payment of dividends on outstanding shares. The decision to pay (announce) dividends based on the results of the first quarter, six months and nine months of the financial year can be made within three months after the end of the corresponding period, provided that the net profit allocated to finance investments is sufficient, the development of the Company The Company strives, along with the growth of capitalization, to increase the amount of dividends paid to shareholders, based on the amount of net profit received for the reporting financial period and the needs for the development of production and investment activity Companies The Company is not entitled to make a decision (announce) on the payment of dividends on shares: until full payment of the entire authorized capital of the Company; before the redemption of all shares that must be redeemed in accordance with Article 76 of the Federal Law "On Joint Stock Companies"; if, on the day such a decision is made, the company meets the signs of insolvency (bankruptcy) in accordance with the legislation of the Russian Federation on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of the payment of dividends; if, on the date of such decision, the cost net assets company is less than its authorized capital, and reserve fund, and excess of the liquidation value of the placed preferred shares over the nominal value determined by the charter (in the case of placement of the Company's preferred shares) or will become less than their amount as a result of such a decision; in other cases provided for federal laws The Company is not entitled to make a decision (announce) on the payment of dividends (including dividends based on the results of the first quarter, six months, nine months of the financial year) on ordinary shares and preferred shares, the amount of dividends for which is not determined (in the case of placement of preferred shares of the Company), if a decision is not made to pay dividends in full (including accumulated dividends on cumulative preferred shares) on all types of preferred shares, the amount of dividends (including dividends based on the results of the first quarter, six months, nine months of the financial year) for which is determined by the charter companies (if they are placed). four
5 3.5. The company is not entitled to make a decision (announce) on the payment of dividends on preferred shares of a certain type (in the event of their placement), for which the amount of the dividend is determined by the charter of the company, unless a decision has been made on the full payment of dividends (including the full payment of all accumulated dividends on cumulative preferred shares) for all types of preferred shares that provide an advantage in the order in which dividends are received over preferred shares of this type (in the event of placement of such shares) The company is not entitled to pay declared dividends on shares: with the legislation of the Russian Federation on insolvency (bankruptcy) or if the indicated signs appear in the company as a result of the payment of dividends; if on the date of payment the value of the net assets of the company is less than the amount of its authorized capital, reserve fund and the excess of the liquidation value of the placed preferred shares over the nominal value determined by the charter of the company (in the case of the placement of preferred shares of the Company) or becomes less than the specified amount as a result of the payment of dividends; in other cases stipulated by federal laws. Upon termination of these circumstances, the Company is obliged to pay declared dividends to shareholders When distributing profits and losses based on the results of the financial year (including the payment (announcement) of dividends), the profit distributed as dividends based on the results of the first quarter, six months and nine months of the financial year is not taken into account. 4 AMOUNT OF DIVIDEND PAYMENTS 4.1. The calculation of the amount of dividends based on the results of the financial period is carried out as follows. I. If the conditions specified in Article 3 of these Regulations are met, the decision to pay dividends is made if the following criteria are met simultaneously: availability of net profit at the end of the financial period; the presence of net profit at the end of the financial period without taking into account the revaluation of financial investments; the ratio of debt (at the end of the period) to EBITDA (the indicator is calculated based on the current regulation on credit policy) less than three - if this criterion is not met, the priority over the payment of dividends is the repayment of borrowed funds. II. Calculation of the amount of dividends: DIV \u003d PE OtchRF PR PU, where: DIV is the total amount of net profit directed to dividends; PE net profit based on the results of the financial period (excluding revaluation of financial investments), received taking into account the long-term regulatory parameters established for the company; 5
6 RecRF the amount of mandatory contributions to the reserve and other funds in accordance with the Charter of the Company, the ratio to the total amount of contributions to the funds corresponds to the share of profit without revaluation of financial investments in the total net profit; PR part of the profit aimed at investments, development of society; PU part of the profit aimed at repaying losses of previous years from operating activities, if any (no more than 0.5 * (PE OtchRF PR)). III. In the event that during the reporting year there were significant technological disruptions in the operation of equipment or the reliability indicator established as a key performance indicator of the Company was not met (prevention of accidents more than the maximum number of accidents that fall under the signs of clause 2.1. Instructions for investigating and recording technological violations in operation of energy systems, power plants, boiler houses, electric and heat networks, RD, approved by the Ministry of Energy of the Russian Federation), and decisions approved by the Board of Directors of the Company on the implementation of measures to improve the reliability and quality of services are taken, the amount of dividends is determined taking into account such decisions. 5 SOURCES OF DIVIDEND FUNDING 5.1. In accordance with the requirements of the current legislation of the Russian Federation, dividends are paid out of the company's profit after tax (net profit of the Company), calculated in accordance with current rules conducting accounting and compiling financial statements, and are distributed among the shareholders in proportion to the number of shares they have of the corresponding category (type). Also, special funds of the Company for payment of dividends on preferred shares of the Company, provided for by the Charter of the Company, may also be a source. In the structure of distribution of net profit for the reporting financial year, funds are allocated for mandatory deductions for the Company in accordance with the current legislation of the Russian Federation, the Charter and internal documents of the Company, as well as other areas of its spending, including the payment of dividends Members of the Company's Board of Directors determine the recommended amount of dividends on the Company's shares. CEO The Company has the right to submit for consideration by the Board of Directors of the Company its proposals for the distribution of the Company's profit, including the payment of dividends The amount of dividends paid on ordinary shares is determined by the General Meeting of Shareholders on the recommendation of the Board of Directors and cannot exceed the amount recommended by the Board of Directors The amount of the dividend paid per ordinary share is determined by dividing total amount dividends allocated for payment on ordinary shares of the Company, per the number of ordinary shares of the Company, on which, in accordance with the law, dividends can be accrued The amount of interim dividends recommended by the Board of Directors 6
7 (dividends declared before the end of the financial year - based on the results of the first quarter, half year, nine months) is determined in accordance with the following conditions: year the amount of dividends for the year (determined taking into account mandatory deductions from profits to the Company's funds in accordance with the current legislation of the Russian Federation, the Charter and internal documents of the Company); - the amount of dividends from the profit of previous years cannot exceed the amount of the company's profit of previous years (according to the latest financial statements), in respect of which the general meeting of shareholders did not make a decision on its distribution. 6 PROCEDURE FOR DECISION-MAKING ON THE PAYMENT OF DIVIDENDS 6.1. The decision to declare, pay or not pay dividends, including the decision on the amount of the dividend, the form, timing and procedure for its payment on shares of each category (type), is taken by the General Meeting of Shareholders of the Company in accordance with the Charter of the Company and based on the recommendations of the Board of Directors of the Company on the amount of dividends. The amount of dividends cannot be more than recommended by the Board of Directors of the Company The decision to pay dividends on outstanding shares based on the results of the financial year is made by the annual General Meeting of Shareholders as an integral part of the decision on the distribution of the Company's profit based on the results of the financial year The decision to pay dividends on outstanding shares based on the results of the first quarter , six months, nine months of the financial year is adopted by the General Meeting of Shareholders as a separate item on the agenda of the General Meeting of Shareholders The recommendations of the Board of Directors and the decision of the General Meeting on the payment of dividends must determine: the category and type of shares on which dividends are declared; the amount of dividend per share of a certain category and type; procedure and term for payment of dividends; form of payment of dividends A decision on the payment (declaration) of dividends can be made provided that there are no legal restrictions on the payment (declaration) of dividends. 7. LIST OF PERSONS ELIGIBLE TO RECEIVE DIVIDENDS 7.1. The Board of Directors of the Company determines the date of compiling the list of persons entitled to participate in the General Meeting of Shareholders of the Company. The list of persons entitled to receive dividends is compiled as of the date of compiling the list of persons entitled to participate in the General Meeting of Shareholders, where the decision to pay dividends is made The list of persons entitled to receive dividends is 7
8 The Company's registrar by order of the Company The list of persons entitled to receive dividends includes the following persons: shareholders registered in the shareholder register system as of the date of the list; other persons (mortgage holders, trustees, etc.) registered in the shareholder register system as of the date of compiling the list, to whom the rights to shares have been transferred, unless otherwise provided by an agreement between such a person and a shareholder; shareholders for whose benefit the shares are held by a nominal holder of securities registered in the shareholder register system on the date of the listing. In order to compile a list of persons entitled to receive dividends, the nominal shareholder shall provide data on the persons in whose interests he owns the shares. If the shares are in fractional ownership, the list of persons entitled to receive dividends includes all co-owners of shares Information on the method of receiving dividends is contained in the questionnaire of a person registered in the register. Responsibility for providing reliable data for making appropriate changes to the questionnaire of a person registered in the register rests with the shareholder the list of persons entitled to receive dividends, as well as information on the method (form) of receiving income with the data of the register of shareholders of the Company If changes are made to the list of persons entitled to receive dividends, the Company will require the registrar to indicate the reasons for making such changes Any shareholder has the right to apply to the Company with a request to provide information on its inclusion (non-inclusion) in the list of persons entitled to receive dividends. The Company, within five working days from the date of receipt of the request specified in clause 7.8., prepares and sends a response t to the shareholder at his postal address, unless the request specifies another way of obtaining information. 8. PROCEDURE, TERMS AND FORM OF PAYMENT OF DIVIDENDS 8.1. The term and procedure for payment of dividends is determined by the Charter or the decision of the General Meeting of Shareholders of the Company Dividends are paid exclusively in cash obligation to pay dividends in any 8
Day 9 within the established payment period In accordance with Article 196 of the Civil Code of the Russian Federation, the storage period for accrued but unpaid dividends is 3 years. The specified period is calculated from the expiration date of the dividend payment period for the relevant financial year Interest on unclaimed dividends is not accrued Taxation of the dividends paid is carried out in the manner prescribed by the current legislation of the Russian Federation in the system of keeping the register of shareholders of the Company. cash income on shares, indicating the postal address or bank details to which dividends should be transferred, providing the registrar of the company with a questionnaire of a registered person with the appropriate order. The registrar during the dividend payment period provides the Company with updated information. The Company is not responsible for sending dividends to the address of the shareholder using the details previously known to the Company, if such was carried out by the Company before the moment when the updated information became known to it. 9. DISCLOSURE OF DIVIDEND POLICY 9.1. The Company ensures that the Regulations on the Dividend Policy of IDGC of Urals, JSC and all changes thereto are permanently available on the Company's website on the Internet at: Information on the decision to pay dividends, on the amount, timing, method and form of their payment in the manner prescribed by the current legislation of the Russian Federation The materials submitted to shareholders for making a decision on the payment of dividends at the General Meeting of Shareholders must contain information indicating the presence or absence of the conditions necessary for the payment of dividends The company publishes a notice on the decision to pay dividends by placing information on the Company's website no later than one day from the date of drawing up the minutes of the General Meeting of Shareholders, at which the relevant decision was made. ya on these issues. At the same time, this notice explains to shareholders the obligation of shareholders, in the event of a change in bank details and postal addresses, to make changes to the questionnaire of a registered person in the register of shareholders of the Company, as well as the consequences of 9
10 failure to comply with this obligation. 10. LIABILITY OF THE COMPANY FOR NON-PAYMENT OF DIVIDENDS The Company is obliged to pay declared dividends in the amount and within the time limits established by the decision of the General Meeting of Shareholders and the Charter of the Company. In the event that the Company fails to fulfill its obligations, the shareholders have the right to demand the payment of declared dividends in judicial order The Company shall not be liable for violation of obligations to pay dividends in the absence of correct and complete data of the registered person in the register of shareholders, necessary for the payment (transfer) of dividends to him. 11. FINAL PROVISIONS Issues related to the payment of dividends to the shareholders of the Company, not regulated by the norms of the current legislation of the Russian Federation, the Charter of the Company and these Regulations, should be resolved based on the need to ensure the rights and legitimate interests of the shareholders of the Company The Regulation is approved, amended and supplemented by the decision of the Board of Directors of the Company. The decision is made in the manner prescribed by law and / or the Charter of the Company If, as a result of changes in legislative or other regulatory acts of the Russian Federation, certain articles of these Regulations come into conflict with them, these articles become invalid and until the amendments to the Regulations are made, the Company is guided by the requirements of legislative and regulatory -legal acts of the Russian Federation. ten
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APPROVED by the Board of Directors of OJSC ALROSA-Nyurba Minutes 4 April 24, 2014 REGULATIONS ON THE DIVIDEND POLICY OF OJSC ALROSA-Nyurba 2 CONTENTS Article 1. General provisions... 3 Article 2. Principles and objectives
APPROVED by the decision of the Board of Directors of PJSC Uralkali Minutes 362 dated May 17, 2019 REGULATIONS ON THE DIVIDEND POLICY OF PUBLIC JOINT STOCK COMPANY "URALKALI" new version Moscow city 2019 CONTENTS
PUBLIC JOINT STOCK COMPANY BANK SAINT PETERSBURG (PJSC Bank Saint Petersburg) APPROVED by the decision of the Supervisory Board dated February 04, 2016, Minutes No. 7 REGULATIONS ON THE DIVIDEND POLICY OF PUBLIC
Adopted by the Board of Directors of OAO “LUKOIL” on August 29, 2003 (Minutes 37), as amended by the Board of Directors of OAO “LUKOIL” on April 24, 2014 (Minutes 9)
"APPROVED" By the decision of the Board of Directors of JSC "VNIIZhT" Minutes 67/12 dated December 13, 2012 Chairman of the Board of Directors V.I. Reshetnikov Regulation on Dividend Policy for Subsidiaries and Dependent Companies
Approved by the Board of Directors of OJSC Rostelecom Minutes 24 dated May 04, 2009 REGULATIONS ON THE DIVIDEND POLICY OF OJSC ROSTELECOM new version 1 I. GENERAL PROVISIONS 1.1 These Regulations on the Dividend Policy
Annex 5 to the order federal agency management state property dated December 20, 2017 983-r DIVIDEND POLICY OF JOINT STOCK COMPANY "GOZNAK" Moscow 2017 1. GENERAL PROVISIONS
Approved by the Decision of the Board of Directors of PJSC OPIN July 15, 2016 Minutes 206 dated July 15, 2016 REGULATIONS ON DIVIDEND POLICY of Public Joint Stock Company Open Investments Moscow 2016
DIVIDEND POLICY of Promsvyazbank Public Joint Stock Company Promsvyazbank PJSC Approved by: Board of Directors of Promsvyazbank PJSC Minutes 07-15/SD dated 16 April 2015 Moscow 2015
Approved by: Board of Directors of JSC ESC RusHydro Minutes dated February 29, 2016 105/10 REGULATIONS ON THE DIVIDEND POLICY OF JSC ESC RusHydro _ in the new edition of Moscow, 2016 CONTENTS 1. GENERAL PROVISIONS...
APPROVED by the Decision of the Board of Directors of PJSC Raspadskaya on August 25, 2016. Regulations on the dividend policy of Public Joint Stock Company Raspadskaya 2016 1. GENERAL PROVISIONS 1.1. This Regulation on
APPROVED by the decision of the General Meeting of the Public Joint Stock Company"MN-Fund" Minutes 2 dated March 31, 2017. REGULATIONS ON THE DIVIDEND POLICY OF PUBLIC JOINT-STOCK COMPANY "MN-Fund" 2017 TABLE OF CONTENTS
In accordance with clause 6.2. Article 6 of the Charter of Rosseti Center (public name of PJSC IDGC of Center) shareholders-owners of ordinary shares of the Company are entitled to receive dividends declared by the Company.
In accordance with Article 7 of the Charter of Rosseti Center (public name of PJSC IDGC of Centre):
If you need to formalize the company's profit distribution process, use our recommendations to develop a dividend policy statement. They will help to fix in the regulations how to determine the amount of dividends, for what purposes it is permissible to spend retained earnings and how to justify the expediency of this to owners.
To avoid conflicts between the owners and management of the company on the distribution of profits, it is worth developing and approving a dividend policy. If the owners do not require the creation of such a document, offer it yourself.
In the general part of the dividend policy statement, disclose:
Fix in the regulation on dividend policy the rules that will help determine annually and dividends. Theoretically, owners can withdraw all net profit in the form of dividends. Therefore, it is necessary to justify to them what amount should be left at the disposal of the enterprise.
Specify in the regulation:
Formula.
In the provision on dividend policy, fix the sequence of actions in the distribution of profits. Describe the procedure in two aspects:
1. How the company reviews and approves financial statements. By reporting is approved by the participants of the company, but it can be foreseen preliminary analysis board of directors.
2. How to prepare and approve the decision on the distribution of profits for the past financial year.
Indicate the powers of all those involved in the procedures, the terms for preparing, reviewing and approving documents.
The retained earnings of previous years, which the participants left at the disposal of the enterprise, is equity capital, which improves . However, this source of funding cannot be considered reliable. Business owners can hold a meeting at any time and withdraw profits as dividends.
It is important for the management of the company that the participants notify in advance . If an enterprise is preparing for financial monitoring, changes a creditor, is going to pay a tranche of investment project, then an unscheduled outflow of funds for the payment of dividends can significantly worsen the financial situation. Since the law does not oblige the participants to inform the management in advance, it is advisable to fix the deadlines for notification in the regulations (see para. ). To set them, determine how long it will take the business to minimize the effects of outflows.
