Share Capital
The share capital of INARCTICA PJSC is
and is divided into 87,876,649 ordinary shares with a par value of RUB 100 each.
The Company’s shares are listed on the Moscow Exchange (MOEX).
The Company did not issue any new shares in 2022. The Company has no preference shares.
Information on securities
- Stock code (ticker) of the Company: AQUA
- State registration number: 1–01–04461-D
- Listing date: 16.04.2010
- Quotation list: second
- Lot: 1 share
The Company’s capitalisation as at 30 December 2022, according to Moscow Exchange PJSC, was
INARCTICA’s share performance
Indices that incorporate INARCTICA shares
As at 31 December 2022, there are 39,764 physical and legal entities with non-zero balances in the Company’s shareholder register, as follows:
In 2022, the number of shareholders in the Company increased 2.8 times to 40,000.
The Company has no treasury shares on its balance sheet.
The share of shares held by subsidiaries was 1.7% of ordinary shares at the end of 2022.
Share capital structure
There is no information in the Company that certain shareholders may acquire a degree of control disproportionate to their shareholding in the Company, whether as a result of shareholder agreements or otherwise.
Bonds
The only issue of the Company’s Series 001P-01 bonds is in circulation.
Type of security: exchange-traded interest-bearing non-convertible uncertificated bonds held in collective safe custody
State registration number: 4B02–01–04461-D-001P dated 2 March 2021
Issue amount: RUB 3 billion
Par value: RUB 1,000
Duration: Three years
Coupon rate: 9.5% p.a.
Date of placement: 10 March 2021
Maturity date: 10 March 2024
Offer: INARCTICA NW LLC
Shareholder Engagement
INARCTICA PJSC is a public company compliant with the requirements of Bank of Russia Regulations No. 714-P dated 27 March 2020 on Disclosure of Information by Issuers of Equity Securities and strives for the highest degree of information transparency.
In November 2022, the Company launched a new corporate website , which contains information for shareholders, investors and other interested parties on the Company’s activities, its internal documents, financial statements and presentations, issuer’s reports, materials for general meetings of shareholders and reports on voting results at general meetings, link to the corporate information disclosure centre, dividend policy and dividend payment history, biographical details of the Company’s governing bodies and shareholder structure.
The Company’s website also provides contact details for the Moscow and Murmansk offices: https://inarctica.com/contacts/, and the Corporate Secretary’s contact details.
During 2022, the Company received numerous requests from shareholders for documents and information about the Company’s operations and did not refuse its shareholders the opportunity to review this information at the Company’s office. Throughout the year, the Company answered investor questions on its ongoing operations.
On compliance with the INARCTICA Information Policy
The Company’s management seeks to continuously improve the quality, completeness and regularity of the disclosures on the activities of the Company and its subsidiaries.
In 2022, following the start of a special military operation and the imposition of sanctions by the European Union and the United States of America on Russian individuals and legal entities, the Government of the Russian Federation adopted Resolution No. 351 dated 12 March 2022 on 2022 Peculiarities of Disclosure and Provision of Information to be Disclosed and Provided in accordance with the requirements of the Federal Law on Joint Stock Companies and the Federal Law on Securities Market and peculiarities of insider information disclosure in accordance with the requirements of the Federal Law on Combating Insider Information Misuse and Market Manipulation and on Amending Certain Legislative Acts of the Russian Federation. Pursuant to the above, the Company’s management decided to temporarily significantly restrict the public disclosure of information.
Despite the restriction on information disclosure, the Company did not refuse to provide shareholders with documents and information upon receipt of their written requests, a statement of DEPOT account of the ownership of shares in INARCTICA, and the signing of a confidentiality agreement. The Company also made available certain material facts regarding the Company and its governing bodies, as well as published quarterly RAS financial statements.
In the future, the Company expects to return to full disclosure.
The following are the primary information sources where the Company continues to make disclosures:
- Official website of INARCTICA PJSC
- INARCTICA PJSC’s page on the website of the agency authorised to disclose information on the Russian securities market – Interfax – Corporate Information Disclosure Centre LLC
When disclosing information, management tries to find a fair balance between the interests of the Company and those of the shareholders, as the former has an interest in maintaining the secrecy of important, commercially sensitive information that might affect its ability to compete.
In 2022:
- The Company reduced the number of press releases to be issued (eight press-releases on the official website in 2022 compared to 22 – in 2021).
- In accordance with best practises in corporate governance, information disclosure, and the Corporate Governance Code, the Company posted notices to shareholders about general meetings on INARCTICA’s official website and the corporate information disclosure centre page 30 days before the date of the meetings.
- To maintain the securities in the Moscow Exchange’s quotation lists, the Company updated the issuer questionnaire on a quarterly basis and provided reports on compliance with corporate governance standards, as well as other information and documents in accordance with the Listing Rules of the Moscow Exchange and requirements of Russian law and the Bank of Russia (for example, monthly submission of insider lists at the request of the Moscow Exchange).
- The Company endeavours to respond as quickly as possible to requests and letters received from public authorities and administrations
- The Company approved a Shareholder Relations Policy and translated the Company’s key corporate documents into English.
- The Company set up a hotline for employees and plans to launch a general hotline for counterparties, shareholders and other stakeholders in 2023.
The Company duly and promptly complies with the shareholders’ requirements to provide the Company’s documents in accordance with the laws of the Russian Federation.
The business avoids taking a formalistic approach to information disclosure, but it also does not refrain from disclosing unfavourable facts about itself if this is relevant to shareholders, investors and other stakeholders.
Ratings and rankings
In 2022, the Analytical Credit Rating Agency (ACRA) affirmed the Company’s rating at
The rating upgrade was driven an average grade of the operating risk profile, which in turn is derived from high vertical integration with low rating of product diversification and the share of value-added products.
National Credit Ratings Limited Liability Company (NCR LLC) also affirmed the Company’s rating at ‘A–(RU)’ in 2022, changing the outlook from stable to positive.
Dividend Policy
The Regulations on Dividend Policy of the Company outline the key principles for ensuring the transparency of the mechanism for determining the amount of dividends and their payouts, informing shareholders and other interested parties about the Company’s dividend policy, determining the procedure for adopting decisions on the payment (declaration) of dividends, the conditions for their payment, the calculation procedure, and the Company’s liability for non-payment of dividends.
The Company’s dividend policy aims to increase the Company’s investment appeal and market capitalisation.
Main principles enshrined in the Company’s Dividend Policy
- Respecting shareholders’ rights and interests and balancing them with the interests of the Company
- Enhancing the investment appeal of the Company
- Seeking to make economically sound decisions on dividend payments in order to balance the short- and long-term interests of shareholders and the investment needs of the Company
- Ensuring that the growth of the Company’s net profit contributes to the positive dynamics of dividend payouts
- Making the information on the Company’s Dividend Policy more available and accessible
Dividend payout conditions
The Company pays dividends when net profit, as determined from RAS accounting (financial) statements, and provided that the Net Debt/EBITDA ratio does not exceed 3.5x.
The Company has the right to decide to pay an interim dividend on shares, provided that the payment does not require debt financing and/or the payment will not result in decline in credit standing of the Company and/or a failure to implement the Company’s investment programme.
The recommended amount of dividend payout is determined by the Company’s Board of Directors based on financial performance. The final decision on the amount of the dividend is taken by the General Meeting of Shareholders of the Company.
Dividend payouts in 2022
In 2022, the Company paid dividends three times: for the three months of 2022 (decision by the extraordinary General Meeting of Shareholders on 30 June 2022), for the six months of 2022 (decision by the extraordinary General Meeting of Shareholders on 31 August 2022) and for the nine months of 2022 (decision by the extraordinary General Meeting of Shareholders on 7 December 2022). The total amount of dividends paid during 2022 was RUB 3,339,312,662.
The total amount of dividends paid during 2022 was
Dividend payout history over the past five yearshttps://inarctica.com/
investors/shares/dividends/.
Dividend payouts to shareholders whose rights to shares are accounted for by a nominee holder are made through this nominee holder. On instructions from the Company, dividends to shareholders whose rights to shares are recorded in the stock register are sent through postal order via Russian Post JSC.
According to para. 9, Article 42 of Federal Law No. 208-FZ dated 26 December 1995 on Joint Stock Companies, a person who has not received the declared dividends because the Company or the registrar does not have accurate and necessary address data or bank details or is otherwise overdue by the lender, has the right to demand payment of unclaimed dividends within three years of the date on which the decision to pay them was made.
Taxation of dividends
Dividends paid out are taxed in accordance with the procedure stipulated by the current legislation of the Russian Federation (Chapter 23 “Personal Income Tax” and Chapter 25 “Corporate Profit Tax” of the Tax Code of the Russian Federation).
Dividends paid to Russian taxpayers are liable to profit tax at the rate of 0% or 13%Subpara. 1–2, para. 3, Art. 284 of the Tax Code of the Russian Federation., while dividends paid to foreign entities are liable
For resident individuals, the dividend tax rate is 13% for income up to RUB 5 million and 15% for income exceeding RUB 5 million in a calendar yearPara. 1, Art. 224 of the Tax Code of the Russian Federation, para. 3, Art. 2 of Federal Law No. 372-FZ dated 23 November 2020 on Amendments to Part Two of the Tax Code of the Russian Federation as regards taxation of personal income exceeding RUB 5 millionin a tax period).; for non-residents, the dividend tax rate is 15%Subpara. 2, para. 3, Art. 224 of the Tax Code of the Russian Federation..
Share Buyback
The Company’s buyback programme, which initially came into effect in 2019, was once more extended in 2022 until the 31 December 2024 or the maximum amount of funds allotted to the programme is reached, whichever comes first.
The shares are bought back from the stock exchange by INARCTICA’s subsidiary, INARCTICA NW LLC.
The shares bought back are planned to be used by the INARCTICA Group for general corporate purposes, including the long-term employee incentive programme.
Contact details for investors and shareholders
Deputy CEO for Economics and Finance
Andrey Baranov
Address: 4 Belovezhskaya str., 121353, Moscow, Russia
Tel. +7 (495) 258–99–28
email: invest@inarctica.com
Corporate Secretary
Grigory Mironenko
Address: 4 Belovezhskaya str., 121353, Moscow, Russia
Tel. +7 (495) 258–99–28
email: corporate@inarctica.com
Registrar
The registrar of INARCTICA PJSC is Independent Registrar Company – R.O.S.T.
Address: 18 Stromynka str., Bldg. 5B, 107076, Moscow
Tel. +7 (495) 780–73–63;
+7 (495) 989–76–50
email: info@rrost.ru
Official website
IRC-R.O.S.T. JSC provides the Company’s shareholders with the opportunity to connect to the Shareholder’s Personal Account service using a confirmed account on the State Services portal (Gosuslugi). The shareholder’s personal account gives them the fastest way to get a copy of the shareholder register and to trade shares. Starting in 2022, shareholders will also have the option to fill out an electronic ballot form to cast their votes at general meetings of shareholders.
Depository
Name: Non-banking credit organisation Joint Stock Company National Settlement Depository (NCO JSC NSD)
Address: 12 Spartakovskaya str., Moscow, 105066
Tel. +7 (495) 234–48–27
email: info@nsd.ru
Official website