Unipro PJSC
Annual Report for 2020

Attn.: Shareholders and Investors

Unipro PJSC is one of the leading public joint stock companies in Russia by the number of its minority shareholders. The Company aims to ensure a constructive dialogue with its shareholders, avoiding bias in favour of any shareholder to the detriment of others.

More than
300thous.
shareholders

Rights of shareholders and current shareholder structure

All shareholders of Unipro PJSC enjoy equal and favourable conditions for exercising their rights in respect of the Company, including:

  • participate personally or via representatives in the General Shareholders’ Meeting with the right to vote on all matters within their competence;
  • submitting proposals to the agenda of the general meeting according to the procedure stipulated by the Russian legislation and the Charter;
  • receiving information on the Company’s activities and review the Company’s documents in accordance with Article 91 of the Federal Law “On Joint Stock Companies”, other regulatory legal acts and the Charter;
  • receive dividends declared by the Company;
  • enjoy the preemptive right to acquire additional shares and issued securities convertible into shares placed by subscription in the amount proportional to the number of ordinary shares they hold, subject to the legislation of the Russian Federation;
  • receive a part of the Company’s property in the event of liquidation;
  • Exercise any other rights provided for by the laws of the Russian Federation and the Articles of Association.

A total of 301,606 persons were registered in the shareholder register of Unipro PJSC and held securities on their personal share accounts as of 31 December 2020.

The Articles of Association of Unipro PJSC is posted on the Company’s official web-site

Share capital structure of Unipro PJSC

Types of personal accounts

2018, pcs

2019, pcs

2020, pcs

2018, %

2019, %

2020, %

Legal entities, including

682

685

693

83,92

83,90

83,90

Uniper SE

83,73

83,73

83,73

federal government

3

3

3

less than 0,01

less than 0,01

less than 0,01

Authorities of constituent entities of the Russian Federation

4

4

4

less than 0,01

less than 0,01

less than 0,01

local authorities

Private individuals

299 761

300 256

300 321

1,38

1,37

1,36

Nominal holders

12

11

11

14,69

14,72

14,73

Trustees

4

4

6

less than 0,01

less than 0,01

less than 0,01

Shares in shared ownership

576

575

574

0,01

0,01

0,01

Unidentified person’s account

0

1

1

0

less than 0,01

less than 0,01

Total

301 035

301 532

301 606

100

100

100

The Company did not issue any additional shares in 2020.

Share capital structure of Unipro PJSC in 2020, %
  • Uniper SE
  • Nominal holders
  • Private individuals
  • Other

Share circulation and market capitalisation

The authorised capital of Unipro PJSC is RUB 25 219 482 458,37. According to Unipro’s Articles of Association, 63 048 706 145 full and 44 925 042 874/49 130 625 974 fractional uncertificated registered ordinary shares are issued with nominal value of RUB 0.40.

Unipro’s ordinary shares were listed in the firsttier quotation list of the Moscow Stock Exchange on 01 September 2014.

Outstanding shares

Number of outstanding shares, pcs.

63 048 706 145

Nominal value of share, RUB

0,40

State registration number of the issue

1-02-65104-D

Date of state registration

19 April 2007

Authorised capital, RUB

25 219 482 458,37

ISIN code

RU000A0JNGA5

Ticker

UPRO

Total market capitalisation of Unipro PJSC

Date

Market price, RUB

Number of outstanding shares

Market capitalisation, RUB

31 December 2018

2,56

63 048 706 145

161 089 444 200

31 December 2019

2,79

63 048 706 145

175 905 890 145

31 December 2020

2,797

63 048 706 145

176 347 231 088

Share price

Dividends

Developing its Dividend policy, Unipro PJSC does not only comply in full with the Russian legal requirements but also balances interests of its shareholders with the Company’s needs in development, boosting its investment appeal and capitalisation.

The Board of Directors approved on 11 March 2019 (Minutes No. 270 dated 12 March 2019) the Regulation on Dividend Policy of Unipro PJSC developed according to the Russian laws and the Articles of Association.

All of the Company’s shareholders enjoy equal and fair terms in receiving a share of Company profits through dividends, including:

  • a clear and transparent mechanism for calculating and paying dividends;
  • payment of dividends in cash only;
  • exclusion of instances when shareholders receive Company profits in any manner other than as dividends and liquidation value.

Based on the Company’s performance in 2008–2010, the General Shareholders’ Meeting made the decision to not pay out dividends.

Dividend History of the Unipro PJSC

Period, for which the dividends were paid

Dividends per share, RUB

Number of shares, shares

Funds allocated to dividends, RUB

Date of the resolution on payment of dividends

2005

0,01123

8 210 830 760

92 207 629,43

21 April 2006

2006

0,004071

49 130 625 974

200 010 787,54

25 May 2007

1Q2007

0,0030531

49130625974

150 000 715,12

25 May 2007

2011

0,05787978807

63048706145

3 649 245 749,81

29 June 2012

2012

0,289541278733806

63048706145

18 255 203 000

27 June 2013

2013

0,300188653732372

63048706145

18 926 506 217,51

26 June 2014

Based on retained earnings of previous years

0,0793037685567795

63048706145

5 000 000 000

26 June 2014

2014

0,2776423960677

63048706145

17 504 993 843,32

26 June 2015

2015

0,197253780372175

63048706145

12 436 595 634,86

15 June 2016

9M 2016

0,0727

63048706145

7 180 481 826,37

08 December 2016

Based on retained earnings of previous years

0.0431

2016

0,0936762922840

63048706145

5 906 169 025,05

23 June 2017

1Q2017

0,0173489836955

63048706145

1 093 830 974,95

23 June 2017

9M 2017

0,1110252759795

63048706145

7 000 000 000

07 December 2017

2017

0,1110252759795

63048706145

7 000 000 000

14 June 2018

9 mon. 2018

0,1110252759795

63048706145

7 000 000 000

07 December 2018

2018

0,1110252759795

63048706145

7 000 000 000

14 June 2019

9 mon. 2019

0,1110252759795

63048706145

7 000 000 000

03 December 2019

2019

0,1110252759795

63048706145

7 000 000 000

10 June 2020

9 mon. 2020

0,1110252759795

63048706145

7 000 000 000

07 December 2020

Report on dividends on the Company’s shares for 2020

In 2020, based on a resolution of the Annual General Shareholders’ Meeting, dividends for 2019 were declared in the amount of RUB 7.0 billion. The Extraordinary General Shareholders’ Meeting held on 07 December 2020 resolved to pay interim dividends in the amount of RUB 7.0 billion for nine months of 2020.

As of the date of approval of the annual report, payments on declared dividends for 9 months of 2020 were made in full, except for amounts, which were unpaid due to reasons beyond the Company’s control (absence of accurate and necessary address data or bank details of the person entitled to receive dividends).

The Company intends to continue to provide a high level of dividend yield to its shareholders in the future in accordance with the approved Dividend Policy of Unipro PJSC102-44

Relations with shareholders and investors

The Company organised a number of events in 2020 for interaction with shareholders and investors as part of its information policy:

  • press conference with the participation of the federal media on the results of the disclosure of the Company’s performance under IFRS for 2019;
  • a teleconference given by Unipro’s top managers for IFRS analysts and investors to review business results in 2019;
  • regular meetings of the Company’s top management with analysts and investors for providing them with the information required to update investment models of Unipro PJSC;
  • preparation of written responses and email responses to enquires from investors and shareholders.
Proportion of Unipro PJSC shareholders’ applications to VTB Registrar JSC in 2020, %
375
addresses
  • Dividend payments
  • Updating the profile of a registered entity
  • Inheritance
  • Acquisition and purchase of shares
  • Other

Registrar’s details

From 2009 to February 2020, the registrar of Unipro PJSC was R.O.S.T. Registrar JSC.

Due to the expiration of the registry maintenance agreement between Unipro PJSC and Independent Registrar Company R.O.S.T. JSC, the Company carried out procurement procedures under the Regulation on Procurement of Unipro PJSC. The winner of the procurement procedures was VTB Registrar JSC. By the decision of the Board of Directors dated 10 December 2019 (Minutes No. 283 dated 12 December 2019), the VTB Registrar JSC was approved as the registry holder of Unipro PJSC.

VTB Registrar JSC commenced its functions of the registry holder on 18 February 2020.

Detailed information on VTB Registrar JSC can be found in the “Contact Information” section

Disclosures

When disclosing information, the Company is guided by the current laws of the Russian Federation, the requirements of the Moscow Exchange PJSC, the Regulation on the Information Disclosure, as well as other requirements and regulatory acts.

Unipro PJSC discloses information in accordance with the Information Policy of Unipro PJSC, the main purpose of which is to ensure the highest possible degree of trust of the shareholders, potential investors, contractors and other stakeholders in the Company

The Information Policy of Unipro PJSC is available on the official website of the Company

The main objectives of the Information Policy include the following:

  • ensuring timely and full disclosure of information about the Company to all the Related Parties in full compliance with the current laws of the Russian Federation, regulatory legal acts of regulatory bodies, rules of the securities market operators;
  • ensuring neutral nature of the information upon Disclosure;
  • enhancing transparency and confidence;
  • setting the rules and procedure for communication of the information about the Company to all the Related Parties, the Company’s using various channels and methods of Disclosure being accessible for most Related Parties;
  • ensuring information security and protection of the Company’s Confidential Information.
Information Disclosure Principles of Unipro PJSC
  • Reliability
  • Availability
  • Protection
  • Neutrality
  • Timeliness
  • Completeness
  • Coherence
  • Equality
  • Regularity
  • Balance
  • Comparability

Main communication tools for information disclosure:

  • Information disclosure at the Company’s official website (http://www.unipro.energy);
  • publication of information in the News Bulletin of news agencies with notification of the securities market operators;
  • use of a web page offered by one of the information distributors on the securities market, when the information is published on the Internet (except for publication in the News Bulletin);
  • provision of information on paper and electronic media in cases stipulated in the current laws of the Russian Federation;
  • provision of shareholders with access to information and documents and issuing copies of documents at their request in cases stipulated in the current laws of the Russian Federation, the Company’s Articles of Association and internal documents;
  • provision of answers to shareholders ‘ requests for information;
  • disclosure of information through the mass media;
  • arrangement of public addresses of the Company’s representatives;
  • organisation of meetings with representatives of the investment community, conferences and presentations;
  • mailing of the requested information to the Related Parties;
  • publication of information in booklets, brochures and other similar information media;
  • participation in conferences, seminars, presentations and other public events.