To shareholders and investors
As at 31 December 2022, the authorised capital of JSC FPC amounted to RUB 248,588,838,994, comprising 248,588,838,994 ordinary registered shares with a par value of RUB 1 each.
In 2022, the Company completed the procedure of the follow-up offering of new ordinary shares
The shares of the additional issues were placed through private subscription among a pre-determined circle of persons, namely the major shareholder of the Company.
The money raised is used to purchase rolling stock.
No shares are owned by the Company and its controlled entities.
The Company has no information on shareholdings exceeding 5% except for those it has already disclosed.
JSC FPC’s shareholders do not have any preferred shares or shares with different par value.
No shareholder agreements were signed by JSC FPC’s shareholders.
Dividend Policy
The Company has the Regulations on Dividend Policy of JSC FPC approved by the Board of Directors.
The Board of Directors makes recommendations to the General Meeting of Shareholders of JSC FPC on determining the amount of dividend payments. In accordance with the Regulation on Dividend Policy of JSC FPC, the minimum annual dividend on the Company's shares should not be less than 50% of JSC FPC's net profit as reported by the RAS financial statements for the financial year for which the dividend is distributed.
The Board of Directors is bound in its decision-making by Russian Federation law, JSC FPC's Articles of Association, and the Regulation on Dividend Policy of JSC FPC, and may also consider other factors:
- Data from the Company’s accounting statements, budgets (business plans), investment programmes and development programmes;
- Company’s RAS free cash flow, the target (ceiling) level of the debt burden and the levels of credit covenants in accordance with the Regulations on JSC FPC’s Debt Policy, as well as the terms of the loan agreements concluded by the Company and the terms of the shareholder agreement signed between JSC FPC’s shareholders.
JSC FPC’s Board of Directors decides on the recommended dividend amount, the timing, procedure and form of payment, and the dividend record date, to be submitted to the General Meeting of Shareholders for consideration.
According to the Regulations on the Dividend Policy of JSC FPC, the conditions for payment (declaration) of dividends to shareholders are as follows:
- Availability of net profit at the Company, calculated according to RAS accounting statements and not distributed earlier by resolution of the General Meeting of Shareholders;
- No restrictions on dividend payment (declaration) as established by the legislation of the Russian Federation.
The General Meeting of Shareholders of JSC FPC, with due consideration of recommendations from the Board of Directors, may decide to direct all of JSC FPC's net profit less mandatory deductions stipulated by Russian law, the Articles of Association and internal documents of JSC FPC to dividend payout to shareholders of JSC FPC.
No dividends were paid out in 2022.
According to the accounting records for business activities in 2022, JSC FPC earned net profit of RUB 11,038,611 thousand.
It is advisable not to pay dividends.
For reference
The 2019 results show a net profit of RUB 8.5 billion. No dividends were paid for 2019.
The 2020 results show a loss of RUB 33.6 billion. No dividends were paid for 2020.
The 2021 results show a loss of RUB 5.4 billion. No dividends were paid for 2021.