Below are abstracts from The Regulation on the Dividend Policy of PJSC Polyus, which was approved by the Company’s Board of Directors on 05.03.2025 (Minutes № 02—25/СД dated 05.03.2025):
- 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 of the Russian Federation.
- 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.
- In terms of submitting recommendation to the General Meeting of the Company Shareholders on the payment and the amount of dividends, the Board of Directors of the Company is guided by the amount of the net profit (of the reporting period and undistributed profit of the previous periods) determined by the data of the Company accounting (financial) statements made up according to the RAS requirements and by the data of the consolidated financial statements of the Company made up according to the IFRS requirements. Apart from that, the Board of Directors takes into account the size of the Company’s cash position, the forecast level of required investments and free cash flow, as well as the debt load and availability of external financing.
- Taking into account the provisions of the applicable legislation:
- The dividend target is 30% of the Company’s EBITDA for the respective reporting period for the distribution to outstanding shares.
- Target frequency of dividend payments is at least twice a year.
- The Board of Directors may, on the basis of factors listed in Cl. 4.1 of this Policy, give a recommendation to the General Meeting of the Company Shareholders to pay dividends in a bigger amount than the target specified in Cl. 4.3.1 of this Policy.
- The main terms of dividend payment to the Company shareholders are:
- the net profit of the Company for a corresponding period determined in accordance with Cl. 4.2. of this Policy;
- 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 as defined in Article 43 of the Federal Law «On Joint-Stock Companies» #208-ФЗ dated 26 December 1995.
- 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 set in 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 dividend payment on any day during the dividend payment term. The Company does not provide any particular shareholders with any advantages in respect to the payment term relating to 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 dividend transfer to bank accounts; and to any other persons, whose rights to shares are recorded in the register of the Company shareholders — by means of fund transfer 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 or Registrar lack any accurate address data, banking details or other information about a person listed in the register of the Company shareholders and entitled to receive dividends, which is required for dividend payment.
- Those persons who did not receive the declared dividends in connection with the fact that the Company or Registrar lack any accurate and required address data or banking details, or in connection with a delay of the creditor are entitled to claim for payment of such dividends (unclaimed dividends) within three years upon resolution on their payment.
Historical dividend payments