Below are abstracts from The Regulation on the Dividend Policy of PJSC Polyus , which was approved by the Company’s Board of Directors on 17.01.2018 (Minutes № 0118/СД dated 17.01.2018):
- The General Meeting of the Company Shareholders is entitled to adopt a resolution concerning the dividends on outstanding shares upon the results of the reporting year, as well as adopt resolutions on (declare) intermediate dividends upon the results of the first quarter, six months, nine months of the reporting year.
- The adoption of the resolution on payment of dividends on shares is the right but not the obligation of the Company.
- The General Meeting of Shareholders is entitled to adopt a resolution on non–payment of dividends on shares and not to adopt a resolution on payment of dividends (to vote the payment of dividends down).
- The payment of dividends is the Company obligation. The Company is responsible to shareholders for non-performance of this obligation in accordance with the valid legislation.
- The Company pays only the declared dividends. In case there is no resolution on payment (declaration) of dividends, the Company cannot pay dividends, while its shareholders cannot require them to be paid.
- Taking into account the provisions of the applicable legislation:
- The Company will pay dividends on a semi-annual basis in an amount of 30% of the Company’s EBITDA for the respective reporting period but not less than 550 million US Dollars in respect of each of the years 2017 and 2018. Payment will be calculated on the basis of the consolidated financial statements of the Company in accordance with IFRS requirements, provided that the net debt/adjusted EBITDA (last 12 months) ratio based on the consolidated financial statements of the Company is lower than 2.5x;
- Should the net debt/adjusted EBITDA (for the last 12 months) ratio increase to higher than 2.5x, the Board of directors will exercise discretion on dividends, considering the Company’s financial position, free cash flow, outlook and macro environment;
- The Board of directors may consider the possibility of payment of special dividends, subject to the Company’s liquidity position, capex requirements, free cash flows and leverage.
- By developing recommendation for the amount of dividends on shares and a corresponding share of the net profit allocated for their payment, the Board of Directors of the Company considers the restrictions imposed by the needs of funding of the production and investment activity of the Company, management of debt instruments and requirements of the applicable tax legislation.
- The main terms of payment of dividends to the Company shareholders are:
- the net profit of the Company for a corresponding period determined in accordance with the Regulation;
- the recommendation of the Board of Directors regarding the amount of dividends;
- adoption of the resolution on payment (declaration) of dividends by the General Meeting of the Company Shareholders.
- absence of restrictions to pay dividends provided for in Article 43 of the Federal Law “On Joint Stock Companies”.
- The dividends are paid by funds unless otherwise determined by the resolution of the General Meeting of Shareholders in accordance with the Company Charter and legislation of the Russian Federation.
- The dividends are paid in the declared amount within the term determined by the resolution of the General Meeting of Shareholders, within the range provided by the legislation. The Company is entitled to perform an obligation related to payment of dividends on any day during the dividend payment term. The Company does not provide any particular shareholders with any advantages in respect of the term of payment of any declared dividends.
- The payment of dividends in cash to any natural persons, whose rights to shares are recorded in the register of the Company shareholders, is performed by means of postal transfer or by means of transferring them to bank accounts, and to any other persons, whose rights to shares are recorded in the register of theмCompany shareholders, by means of transferring of funds to their bank accounts. Those persons, who are entitled to receive dividends and whose rights to shares are recorded by the nominal holder, receive dividends in cash according to the procedure set by the legislation of the Russian Federation.
- The Company and Registrar are not responsible for non-payment of dividends in connection with the fact that the Company and Registrar lack any accurate and necessary address data, banking details or other information about a person registered in the register of the Company shareholders and entitled to receive dividends, which is required for payment of dividends.
- Those persons who did not receive the declared dividends in connection with the fact that the Company and Registrar lack any accurate and necessary address data and banking details, or in connection with another delay of the creditor are entitled to claim for payment of such dividends (unclaimed dividends) within three years upon resolution on their payment.
In 2017, the Company paid dividends following the 2016 results, as well as announced of dividends payment for the 6 months of 2017.
The table below includes details of the announced dividends of the Company.