SHARES AND DIVIDENDS
As of June 30, 2018, the largest company shareholders are:
|Name||% of authorized capital*|
|PJSC FGC UES||12,24|
|JSC Inter RAO Capital||29,39|
Further details about share ownership is provided in Shareholder Structure
MICEX (Quotations List A1)
|Symbol||ISIN||Type of shares||Date listed|
|IRAO*||RU000A0JPNM1||Common||September 21, 2011**|
* since November 20, 2009 till November 11, 2011 listed as IUES
** date of transfer of shares from the Quotation List B in Quotation List A1
RTS (Quotations List B)
|Market||Symbol||ISIN||Type of shares||Date listed|
|RTS Classic||IRAO||RU000A0JPNM1||Common||July 17, 2008|
|RTS Standard||IRAOS||RU000A0JPNM1||Common||December 6, 2010|
|RTS Т+0||IRAOG||RU000A0JPNM1||Common||July 17, 2008|
Corporate dividend policy as approved by the Board on April 29, 2011 requires that at least 5% of RAS net profit is paid out as dividend. Full text of Dividend Policy is published at our web site.
4 out of 11 Board members are independent.
In 2018 the Board of Directors of Inter RAO has elected for the first time a Senior Independent Director. Currently Ron Pollett (CEO Vice President GE, President and CEO of GE in Russia and CIS) holds this position.
The composition of the Board of Directors is published at the following link: http://www.interrao.ru/en/company/rukovod/
PJSC Inter RAO has developed Policy of Cooperation with Independent Auditor.
This Policy governs the following:
- the procedure and criteria for selecting the Company’s auditor based on the results of tender procedures;
- the procedure for approving the auditor at the Company's Annual General Meeting of Shareholders;
- approaches to providing non-audit services by the Company's Auditor;
- the rules for rotating the lead auditors.
The Policy also contains:
- List of services prohibited to be rendered to PJSC Inter RAO, its subsidiaries and/or affiliates (hereinafter the "Group") by an external auditor and unable to be approved by the Audit Committee
- List of services for which use of an external auditor is considered pre-approved
- List of services requiring preliminary approval of the Audit Committee of the Board of Directors of PJSC Inter RAO.
The Policy is published at the following link: http://www.interrao.ru/upload/doc/Interaction_with_auditor_en.pdf
The Company has a procedure ensuring repayment (return) to the Company of bonus payments unjustly received by members of executive bodies and other key management personnel of the Company.
A claw-back provision is incorporated in the Regulations on Financial Incentives of the Chairman and Management Board (Amendments to this regulation are approved by the decision of the Company's Board of Directors of December 29, 2016 (Minutes No. 189 of December 30, 2016).
Such cases did not occur in practice of PJSC Inter RAO.
The General Meeting of Shareholders votes by the principle "one voting share — one vote", with the exception of cumulative voting on the item on election of the Board of Directors of the Company.
For cumulative voting, the number of votes disposed by each shareholder shall be multiplied by the number of persons to be elected to the Board of Directors of the Company, and the shareholder is entitled to cast the votes thus received all for one candidate or distribute them between two or more candidates.
The candidates who have received the biggest number of votes shall be deemed elected to the Board of Directors of the Company.
The Company is governed by:
- General Meeting of Shareholders
- Board of Directors
- Collegiate Executive Authority (Executive Team)
- Sole Executive Authority (Chief Executive Officer).
According to applicable law and INTER RAO UES bylaws, shareholders may participate in the General Meeting of Shareholders and vote on all matters within Company competence.
INTER RAO UES shareholders owning at least 2% of voting shares are entitled to:
- Submit items to the agenda of the Annual General Meeting of INTER RAO UES shareholders, nominate candidates for the Board of Directors and Audit Committee, with total number of nominees not exceeding number of members in respective bodies, and nominate a candidate for the Sole Executive Authority.
- Nominate candidates for the Board of Directors of INTER RAO UES, with total number nominees not exceeding number of board members, if the agenda for Extraordinary General Meeting includes nomination of new directors for the Board.
INTER RAO UES shareholders owning at least 10% of voting shares may summon an Extraordinary General Meeting of Company shareholders.
Annual General Meeting of Company shareholders takes place no less than 2 months and no more than 6 months after the end of financial year.
The next Annual General Meeting of shareholders is scheduled for June 24, 2011.
Shareholders included in shareholder list based on INTER RAO UES shareholder registry are entitled to participate in the General meeting and to receive dividend payments. The shareholder registry is frozen prior to Annual General Meeting; most recently it was frozen on May 17, 2011.
To vote, you need to fill in and mail the voting ballot to the address specified in the Notice of General Meeting. The ballot needs to be mailed before the cut-off date specified in the notice.
At a joint attendance General Meeting, votes can be casted in person by submitting a ballot prior to cut-off time.
At in-person shareholder meetings, shareholders may sign up and vote upon presentation of their identification (for individuals, the only acceptable identification is a passport).
Only shareholders existing in INTER RAO UES registry on the date set by the Board of Directors are admitted to the meeting.
According to Art. 66 of the Federal Law On Joint-Stock Companies:
The members of the board of directors (supervisory board) of a company shall be elected by a general meeting of shareholders in the manner set forth in this Federal Law and the charter of the company, for a term ending at the time of the next annual general meeting of shareholders. Persons elected to the board of directors (or supervisory board) of a company may be re-elected an unlimited number of times.
According to Art. 66 clause 4 of the Federal Law on Joint-Stock Companies, members of the Board of Directors are elected using a cumulative vote. Members with the most votes are elected into the Board of Directors.
The primary vote a shareholder voting on election of the Board of Directors of INTER RAO UES is either to vote for candidates proposed in the ballot, or to vote against all candidates, or to abstain on all candidates.
Those shareholders who decide to vote for candidates are entitled to participate in cumulative vote and elect the members of the Board of Directors. A cumulative vote is such vote when number of votes belonging to the shareholder is multiplied by the number of persons who need to be elected in the Board of Directors (according to INTER RAO UES bylaws, there are 11 Directors on the Board). The shareholder is entitled to give this cumulative number of votes (for convenience of shareholders, number of cumulative votes is specified in the ballot) to a single nominee or split them between two or more nominees.
If number of candidates included in the ballot for election of the Board is not larger than the number of Directors established by INTER RAO UES bylaws (11), all nominees who receive at least one vote are elected.
If number of candidates included in the ballot for election of the Board is larger than the number of Directors established by INTER RAO UES bylaws (11), then 11 nominees receiving the highest number of votes are elected.
Article 214 clause 2 of the Tax Code of the Russian Federation states that if the source of taxpayer's dividend income is a Russian company, this company acts as a tax agent. Therefore INTER RAO UES will deduct dividend tax at source and will pay it to the budget, while the shareholder will receive dividend net of tax.
Amount of tax is determined individually for each shareholder using applicable tax bracket and regulations of the Tax Code of the Russian Federation:
- For individuals who are tax residents of the Russian Federations, dividend income tax rate is 9%
- For individuals who are not tax residents of the Russian Federation, dividend income tax rate since January 1, 2008, is 15%
- For legal entities who are tax residents of the Russian Federations, dividend income tax rate is 9%
- For legal entities who are not tax residents of the Russian Federation, dividend income tax rate is 15%
Under certain conditions as established by Articles 7 and 312 of the Tax Code of the Russian Federation, legal entities which are tax residents of countries having a double-taxation avoidance treaty with Russian Federation may be entitled to relief of dividend tax or use of reduced tax rate.
As the source of taxpayer's dividend income, INTER RAO UES acted as a tax agent pursuant to Articles 214 and 275 of the Tax Code of the Russian Federation and determined that amount of tax to be withheld was negative according to formula provided in Tax Code Article 275 Clause 2. For this reason, taxpayers who are individual and corporate dividend recipients resident in Russia did not have any tax liability and therefore INTER RAO UES as their tax agent did not require to withhold any tax payable to Russian budget.
Dividends have been paid to all shareholders whose information in INTER RAO UES shareholder registry was authentic and complete for the purpose of dividend payment. Article 44 Clause 5 of the Federal Law on Joint-Stock Companies requires individuals and legal entities included in INTER RAO UES shareholder registry to provide timely updates on any changes to their information.
Articles 7.5 and 7.6 of INTER RAO UES Dividend Policy as approved by the Board on April 29, 2011, require that the dividends are paid in form requested by the shareholder (cash or non-cash) using details provided by same shareholder (banking details, postal address, etc.). To ensure timely receipt of the dividends, an individual or legal entity included in INTER RAO UES shareholder registry needs to provide the Registrar with timely updates on any changes to their information.
If you have not received your dividends and your information has changed, INTER RAO UES suggests that you update your personal details in order to receive the dividends.
According to Article 42 Clause 5 of the Federal Law on Joint-Stock Companies, individuals and legal entities who have not received their dividends for reasons explained above are entitled to claim their dividends within three years (for 2010 dividends, this period started on August 24, 2011) via Registrar R.O.S.T.
ISSUE OF ADDITIONAL SHARES
Between January 17 and May 17, 2011, INTER RAO UES placed 13.8 additionally issued shares. This additional issue of shares was a part of INTER RAO UES corporate strategy with the goal to create a diversified energy holding and a top 10 energy company worldwide.
Participants of this private placement included Russian Federation (represented by the Federal Agency for State Property Management), state-owned energy companies and private investors.
Placement of additionally issued shares resulted in INTER RAO UES acquiring stakes in approximately 40 companies engaged in electricity generation, grid maintenance, electricity sales, manufacturing of electrical equipment and engineering.
Stakes in energy companies previously owned by the Russian Federation were reassigned to INTER RAO UES authorized capital by Presidential Decree 1190 dated September 30, 2010, and Russian Government Decree 1837-р dated October 23, 2010.
Further details about the issue of additional shares is provided in the Summary of Additional Share Issue.
After Russian Federal Service for Financial Markets registers the Additional Stock Placement Report, the Company will submit the application to include the additionally issued share to the stock exchange quotation lists according to their regulations. The shares will be traded on the stock exchanges upon their approval of the applications and inclusion of shares in quotation lists. We expect this to happen in July 2011.
Exchange ratios are based on the price of 1 INTER RAO UES share and market evaluation of the assets transferred to INTER RAO UES as approved by the Board of Directors on December 27, 2010.
This Decision of the INTER RAO UES Board of Directors is published at the web site.
INTER RAO Group is planning to continue existing investment programs of OGK-3 and TGK-11. Main projects approved in the Power Delivery Agreements are listed in Investing section.
Board of Directors will decide on stock merger. Inter RAO management is currently developing recommendations on appropriateness of such decision.
Appointing a professional industry organization as the sole executive authority will make the management of generating assets more efficient.
INTER RAO UES currently has approximately 92.5% share of electricity import and export to the unified synchronized UES zone working in parallel with international grids. In 2010, we exported 17.65 bn kWh of electricity (not including export through our VEC subsidiary). We imported a total of 2.92 bn kWh of electricity.
On top of that, VEC, a fully owned INTER RAO UES subsidiary, exported approximately 2 bn kWh of electricity to China in 2010 and will start exporting electricity to Mongolia in 2011.
Concurrent operation is a situation where energy systems of two or more states operate concurrently at the same frequency. Energy system comprises power generating, transmission and distribution facilities, as well as systems used to operate and manage them. All these facilities and systems use a unified electricity generation, transmission and distribution process.
Concurrent operation is an important contributor to system reliability and a beneficial factor for international cooperation in electric power industry.
Concurrent operation of national energy systems is based on certain fundamental principles:
- Satisfying demand for electricity and power in each of concurrently operating national energy systems using internal power supply or contractual import of electricity from other national energy systems;
- Supporting standard operating frequency within agreed range in each of the national energy systems using internal power supply or electricity flows between national systems;
- Maintaining regulated reserves in each of the national energy systems and recovering reserve shortages from other national energy systems on contractual basis.
Russian energy system works concurrently with energy systems of Lithuania, Latvia, Estonia, Belarus, Ukraine, Georgia, Azerbaijan, Moldova, Kazakhstan, Kyrgyzstan and Uzbekistan.
INTER RAO UES operates six Russian electricity sales companies:
- Peterburgskaya Sbytovaya Kompaniya
- Tambovskaya Energosbytovaya Kompaniya
- Oryol Branch of INTER RAO UES
Obyedinyonnaya Energosbytovaya Kompaniya (OESK), a subsidiary of INTER RAO UES, acts as the sole executive authority over all sales assets with exception of Oryol Branch of INTER RAO UES.
Apart from that, INTER RAO UES acquired blocking stakes in Tomskaya Energosbytovaya Kompania and Kubanskaya Energosbytovaya Kompania as the result of additional share issue.
INTER RAO UES strategy is focused on creating an internal supply of resources diversified by the type of fuel. In the course of fuel business development, we intend to enter gas and coal mining markets. Apart from that, INTER RAO Holding is interested in using alternative fuels for power generation.
ENGINEERING AND EQUIPMENT MANUFACTURING
In 2010, the holding completed the acquisition of controlling stake in Russian Quartz Group, a leading Russian provider of engineering and maintenance services in power industry. INTER RAO UES is also developing partnerships with the leading Russian and international enterprises including General Electric, WorleyParsons and GK Rostekhnologii.
Our engineering business development strategy is focused on the following objectives:
- Creating a full-scope worldwide-competitive engineering business providing a complete range of services from design to operation of various power facilities
- Optimize timelines and costs of new construction projects
- Create a set of world-class streamlined and standardized projects and technology solutions for Russian heating power industry and establish leadership in the Russian engineering and power equipment market
- Support development of Russian energy machinery industry
- Increase international sales and contribute to implementation of the Russian Foreign Economic Policy by helping increase the share of high value-added energy equipment export to new markets in the total export.
HUMAN RESOURCES AND SOCIAL POLICY
Charitable activities are a part of INTER RAO UES corporate responsibility program and a core driver of sustainable development of our business.
We undertake various charitable activities supporting public and governmental organizations, educational institutions and healthcare facilities. We view supporting public and youth sports, running scholarship programs and conserving-restoring national heritage. We run a series of special programs to support industry veterans as well as veterans and disabled veterans of the Great Patriotic War.
INTER RAO is focused on increasing efficiencies and bringing consolidated assets to new levels of their development. We are planning to pursue a unified human resources policy across all companies of the holding. This policy includes such elements as optimization of headcount and remuneration systems, rewarding the best employees and attracting new professional technical experts and managers.
Total CAPEX budgeted by INTER RAO UES for the year 2011 is RUB 6,299 million inclusive of VAT
We invest in retrofitting, modernizing and upgrading existing facilities and constructing new facilities.
The key new facilities involving new construction under INTER RAO UES investment program are the following:
Retrofitting of Ivanovo TPS — completing construction of the second PGU-325 generating unit. This 325 MW unit is scheduled for operation in 2012
cover outstanding liabilities related to construction of unit 2 at Kaliningrad CHPP. This unit was commissioned in Q4 2010.
In 2011, we're also planning to invest in improving energy efficiency and energy savings, R&D and improving counter-terrorism security of our facilities.For further details on INTER RAO Group investment program, please visit Investing.