It is not empty talk?
This is our common cause, like a family.
In order to shine our windows,
and fill our hearts with confidence.
Utilities always care for
light, coziness and warm.
Natalia Kharkova,
1st grade specialist at financial section of finance and economics directorate of Troiskaya GRES
5.14
Shareholder value generation
OGK-2 is a securities market participant, whose shares are quoted on the Russian trading platform (Moscow Exchange PJSC) and who is aware that it is necessary to build relations with securities market participants, shareholders and other interested parties based on the principles of information transparency and openness. For this purpose, the Company regularly and fully informs all interested parties about its operations.
The Company discloses information subject to the requirements provided by the Russian law, Company Charter, as well as international corporate governance practices, based on the Regulation about OGK-2 Information Policy approved by the Board of Directors of the Company on September 07, 2009 (Minutes No. 3 dated September 10, 2009).
When disclosing information to shareholders, investors and other interested parties, OGK-2 is guided by the following principles:
Principles |
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Authorized capital and shareholder structure
The authorized capital of OGK-2 as for December 31, 2020 amounts to 40,057,009,047.549 rubles and is divided into 110,441,160,870 ordinary registered uncertified shares with a nominal value of 0.3627 rubles each. The Company has not issued preferred shares.
Persons with non-zero balances on personal accounts recorded in the register of shareholders of OGK-2 JSC as for December 31, 2020: 307,721, where individuals are 306,959, legal entities being owners are 744, legal entities being nominal holders are 16 and legal entities being trustees are 1, account of unidentified persons – 1. The Russian Federation, including the constituent entities of the Russian Federation and municipal entities, owns 0.000018% of OGK-2 shares.
The only legal entity with more than 5% of OGK-2 shares on its accounts as for December 31, 2020 is Centrenergoholding PJSC (with a share in the authorized capital of 73.42%). There are no individuals among the Company’s shareholders who own more than 5% of OGK-2 shares.
The total beneficial ownership of Gazprom Group companies in the authorized capital of OGK-2 is 81.14%. During 2020, there were no changes in the share capital amount and the structure of the main shareholders having the right to control at least 5% of the votes of OGK-2.
The total beneficial ownership of Gazprom Group companies in the authorized capital of OGK-2 is 81.14%. During 2019, there were no changes in the share capital amount and the structure of the main shareholders having the right to control at least 5% of the votes of OGK-2.
Shares
OGK-2 shares are traded on the main trading floor of the Russian stock market, Moscow Exchange MICEX-RTS PJSC. Trading by OGK-2 shares has been performed since July 2006 on such stock exchanges as MICEX Stock Exchange CJSC and RTS OJSC. On November 06, 2009, the Company’s shares were included in the First-Level Quotation List A of MICEX Stock Exchange CJSC. On May 28, 2013, the Company’s shares were transferred from the First-Level Quotation List A to the Quotation List B of the list of securities admitted to trading at Moscow Exchange PJSC. On June 09, 2014, the listing reform resulted in the transfer of the Company’s shares to the Second Level.
OGK-2 shares are included in the calculation base of the electric power sector index, with a share weight of 5.57%.
No. | Registered Share Issues OGK-2 | Date of Issue Registration | State Registration Number | Amount of Ordinary Shares in the Issue | Nominal Value, rub. |
1. | Principal Issue | May 11, 2005 | 1-01-65105-D | 10,769,803,935 | 1.0 |
2. | First Issue | March 21, 2006 | 1-01-65105-D-001D | 14,547,265,563 | 1.0 |
3. | Second Issue | August 31, 2006 | 1-01-65105-D-002D | 44,857,010 | 1.0 |
4. | Third Issue | August 31, 2006 | 1-01-65105-D-003D | 88,257,396 | 1.0 |
5. | Fourth Issue | August 31, 2006 | 1-01-65105-D-004D | 621,543,725 | 1.0 |
6. | Fifth Issue | August 31, 2006 | 1-01-65105-D-005D | 409,168,128 | 1.0 |
7. | Sixth Issue | August 31, 2006 | 1-01-65105-D-006D | 61 | 1.0 |
8. | Principal Issue (upon Conversion) | April 19, 2007 | 1-02-65105D | 26,480,895,818 | 0.3627 |
9. | First Issue | August 07, 2007 | 1-02-65105-D-001D | 6,252,026,095 | 0.3627 |
10. | Second Issue | April 01, 2008 | 1-02-65105-D-002D | 1,452,433 | 0.3627 |
11. | Third Issue | April 01, 2008 | 1-02-65105-D-003D | 194,036 | 0.3627 |
12. | Fourth Issue | August 25, 2011 | 1-02-65105-D-004D | 26,593,358,578 | 0.3627 |
13. | Fifth Issue | August 30, 2012 | 1-02-65105-D-005D | 51,113,233,910 | 0.3627 |
Total shares outstanding | 110,441,160,870 | 0.3627 | |||
According to Bloomberg, in 2020, the market price of one share of OGK-2 increased by 29.7% from 0.563 rubles (closing price as for December 30, 2019) up to 0.7300 rubles (closing price as for December 30, 2020).
At the same time, over the year, the Moscow Exchange Index grew by 7.9% from 3,045.87 points as for December 30, 2019 to 3,289.02 points as for December 30, 2020. During 2020, the sector index of electric power industry increased by 14% from 2,010.99 points to 2,292.46 as for December 30, 2020.
Thus, the dynamics of OGK-2 share prices in 2020 significantly outperformed the dynamics of similar companies in the electric power sector and the main indices in general.
Investment banks analysts consider high dividend yields to be the main positive driver for companies of the electric power sector in 2020-2021. OGK-2 is not an exception. The growing interest of analysts and investors in the company is confirmed by an increase in analytical coverage: Veles Capital started covering OGK-2 from December 2020, and Raiffeisenbank has covered OGK-2 since February 2021.
OGK-2 free-float coefficient calculated subject to the Methods for Calculating Free-Float Coefficient approved by Moscow Exchange PJSC (Minutes No. 12 dated March 16, 2018) is 19%.
Depositary Receipts
A part of the shares of OGK-2 is circulated outside the Russian Federation through circulation subject to foreign law of foreign issuers securities, certifying the rights in respect of the said shares.
The program of Global Depository Receipts (GDR) for OGK-2 shares was launched in October 2007. The program was opened under Regulation S and Rule 144A. Each depositary receipt certifies the right to 100 Company’s registered ordinary shares. The program was initiated to ensure the enforcement of the rights of the depositary receipts holders of UES of Russia RJSC, which, after its liquidation, received the securities of the allocated companies pro rata their stock in the holding. Deutsche Bank Trust Company Americas was selected a depository bank of OGK‑2.
Information on receiving the permission from the Federal Commission for the admission of shares of this category (type) to circulation outside the Russian Federation: Order of the FFMS of Russia dated August 07, 2007 No. 07-1737/pz-n for ordinary registered uncertified shares of OGK-2 JSC with a nominal value of 0.3627 rubles in the amount of 8,400,000,000 (eight billion four hundred million) shares. 1 GDR corresponds to 100 shares. Number of GDRs as of December 31, 2020: 119,373 GDRs under Regulation S and 9,926 under Rule 144А.
Bonds
As for December 31, 2020, OGK-2 has three bond loans in circulation.
Issue Identification Number | Date of Placement | Date of Redemption | Coupon Rate | Coupon Profit Rate by Periods |
April 06, 2018 | March 31, 2023 | 6.95% | Coupons 1 to 6 – 6.95% Coupons 7 to 10 will be determined in the manner prescribed by Para. 9.3. of the Exchange-Traded Bond Program (Identification Number | |
2Р01 | July 15, 2020 | July 08, 2026 | 5.75% | Coupons 1 to 6 – 5.75% Coupons 7 to 12 will be determined subject to Para. 9.3. of the Exchange-Traded Bond Program for Series 002P (Identification Number |
3Р01 | December 29, 2020 | March 28, 2023 | 4.25% | 1 coupon – 4.25% The rate for coupons 2-9 will be determined subject to Para. 6.3. of the Exchange-Traded Bond Program for Series 003P (4-65105-D-003P-02E dated December 22, 2020, assigned by MICEX Stock Exchange CJSC) |
Credit ratings
On October 27, 2020, Fitch Ratings enhanced/confirmed:
- long-term issuer default ratings (IDRs) of OGK-2 in foreign and local currencies from level ВВВ- with Stable outlook to level ВВВ- with Positive outlook;
- short-term issuer default ratings (IDRs) of OGK-2 in foreign and local currencies from F3 level to F3 level.
Date | Rating Type | Assigned Rating Value | Name of organization that assigned rating |
October 27, 2020 | long-term IDRs of OGK-2 in foreign and local currencies | BBB-, Positive outlook | Fitch Ratings CIS Ltd. |
October 27, 2020 | short-term issuer default ratings (IDRs) of OGK-2 in foreign and local currencies | F3 | Fitch Ratings CIS Ltd. |
On December 24, 2020, Expert RA Rating Agency increased:
- credit rating up to level ruAAА with Stable outlook from level ruAA+ with Stable outlook.
Date | Rating Type | Assigned Rating Value | Name of organization that assigned rating |
December 24, 2020 | Credit Rating | ruAAА, Stable outlook | Expert RA Rating Agency Joint Stock Company |
Securities ratings
On October 27, 2020, Fitch Ratings assigned/confirmed:
- long-term rating of priority unsecured bonds in national currency (bond loan series 001P-01R, Registration Number 4B02-01-65105-D-001P, ISIN RU000A0JVYN4, Identification Number assignment date: November 18, 2015; bond loan series 001P-02R, Registration Number 4B02-02-65105-D-001P, ISIN RU000A0JVYP9, Identification Number assignment date: November 18, 2015; bond loan series 001P-03R, Registration Number 4B02-03-65105-D-001P, ISIN RU000A0ZZ1H2, Identification Number assignment date: April 02, 2018; bond loan series 002P-01 Registration Number 4B02-01-65105-D-002P, registration date: July 09, 2020, ISIN: RU000A101WR0) up to ВВВ- from ВВВ-.
Date | Rating Type | Assigned Rating Value | Name of organization that assigned rating |
October 27, 2020 | long-term rating of priority unsecured bonds in national currency | ВВВ- | Fitch Ratings CIS Ltd. |
On January 16, 2020, Expert RA Rating Agency Joint Stock Company increased:
- credit rating of the debt instrument (bond loan series 001P-01R, Registration Number 4B02-01-65105-D-001P, ISIN RU000A0JVYN4, Identification Number assignment date: November 18, 2015; bond loan series 001P-02R, Registration Number 4B02-02-65105-D-001P, ISIN RU000A0JVYP9, Identification Number assignment date: November 18, 2015; bond loan series 001P-03R, Registration Number 4B02-03-65105-D-001P, ISIN RU000A0ZZ1H2, Identification Number assignment date: April 02, 2018) up to the level ruAA+ from ruAA.
On July 15, 2020, Expert RA Rating Agency Joint Stock Company assigned:
- credit rating to the debt instrument (bond loan series 002P-01 of OGK-2 JSC, registration number 4B02-01-65105-D-002P, registration date: July 09, 2020, ISIN RU000A101WR0) at the level ruAA+.
Date | Rating Type | Assigned Rating Value | Name of organization that assigned rating |
January 16, 2020 | credit rating to the debt instrument | ruAA+ | Expert RA Rating Agency Joint Stock Company |
July 15, 2020 | credit rating to the debt instrument | ruAA+ | Expert RA Rating Agency Joint Stock Company |
Dividends
OGK-2 dividend policy (approved by the Board of Directors on August 30, 2017, Minutes No. 178 dated August 30, 2017) was developed subject to the current Russian law, the Corporate Governance Code recommended by the Central Bank of Russia, as well as the Company’s Charter and internal documents. The dividend policy defines the principles used by the Board of Directors of OGK-2 in preparing recommendations to the General Meeting of Shareholders to make decisions on the profit distribution, including the payment of dividends.
The Charter of OGK-2 stipulates that the Company has the right, based on the results of the first quarter, six months, nine months of the financial year and (or) based on the results of the financial year, to make decisions on (declare) the payment of dividends on placed shares, unless otherwise provided by Federal Act “About Joint Stock Companies”.
To make a decision on the payment of dividends, the OGK-2 Board of Directors submits recommendations on the amount of dividends for consideration to the General Meeting of Shareholders. Dividends are paid after a decision is made by the General Meeting of Shareholders
In August 2017, the Board of Directors of OGK-2 approved the Dividend Policy Regulation as amended. The new document removes the threshold restrictions on the payment of dividends in the amount of 5–35% of the profit (according to RAS). This allows to potentially increase the share of profit allotted for the dividends payment as well as link the calculation of the amount of dividends to the share of profit calculated according to international standards (IFRS)
As stipulated by the Dividend Policy of OGK-2, the calculation of dividends is based on the amount of the Company net profit reflected in the annual financial statement prepared subject to the requirements of the Russian law. When calculating the amount of dividends, the following principles are observed:
- transparency of the mechanism for determining the amount of dividends;
- balance of short-term (income generation) and long-term (Company development) interests of shareholders;
- focus on increasing the investment attractiveness and capitalization of the Company.
The Company has the right to make a decision on (declare) the payment of dividends on shares and make their payment subject to the restrictions established by Article 43 of Federal Act “About Joint Stock Companies”.
The term for the payment of dividends to the nominee holder and to the trustee who is a professional participant in the securities market, which are recorded in the Company’s register of shareholders shall not exceed 10 working days, and to other persons recorded in the Company’s register of shareholders – 25 working days from the date on which persons having the right to receive dividends are determined. The date chosen by the decision on the payment (declaration) of dividends for the determination of persons entitled to receive them cannot be set earlier than 10 days from the date of the decision on the payment (declaration) of dividends or later than 20 days from the date of such decision.
Subject to the Company’s Charter, a person who has not received declared dividends due to the fact that the Company or the Registrar do not have accurate and necessary address information or bank details, or due to another delay of the creditor, has the right to request the payment of such dividends (unclaimed dividends) within three years as of the date of the decision making to pay thereof. After such term expiration, declared and unclaimed dividends are restored as part of the retained earnings of the Company, and the obligation of their payment terminates.
Dividend Payment Period | Date of the meeting of shareholders making the resolution to pay dividends | Amount of declared dividends per an ordinary share | Total amount of declared dividends | Amount of paid dividends | Amount of paid dividends, % of IFRS net profit | Amount of paid dividends, % of RAS net profit | Date when the persons entitled to receive dividends are determined, subject to the decision to pay (declare) dividends |
2019 | June 24, 2020 | 0.0544445744 rub. | 6,012,922 thous. rub. | 6,009,816,495.19 rub. | 50% | 51% | July 10, 2020 |
2018 | June 11, 2019 | 0.036784587 rub. | 3,901,638 thous. rub. | 3,899,378,440.31 rub. | 47% | 35% | June 28, 2019 |
2017 | June 26, 2018 | 0.016319020075 rub. | 1,729,820 thous. rub. | 1,724,412,856.33 rub. | 24% | 26% | July 10, 2018 |
2016 | June 02, 2017 | 0.00825304739908 rub. | 874,173.6 thous. rub. | 870,498,862.24 rub. | 29% | 25% | June 20, 2017 |
2015 | June 08, 2016 | 0.00567376233395 rub. | 600,345.7 thous. rub. | 597,869,109.47 rub. | 23% | 20% | June 20, 2016 |
Interaction with Investors and Shareholders
OGK-2 is working actively to interact with stock market participants and improve information disclosure. The company’s representatives are in constant dialogue with analysts from investment banks and hold conference calls with analysts and investors at least twice a year as part of the IFRS reporting disclosure. The Regulations on Information Policy and the Regulations on Information Disclosure of OGK-2 JSC define the procedure for interaction with shareholders, investors and media representatives. Pursuant to Russian best practices, these Regulations provide for an extended list of information to be disclosed by the company, and identify an appropriate structural division responsible for disclosing relevant and correct information. Information is disclosed on the Company’s web-site and in the news feed https://e-disclosure.ru/.
Report on IR activities
During the reporting period, seven analysts from leading investment banks provided for analytical coverage of the Issuer.
Key Shareholder and Investor Interaction Activities:
- A conference call with analysts and investors as part of the 2019 reporting disclosure under IFRS;
- A conference call with analysts and investors as part of the 6M 2020 reporting disclosure under IFRS;
- Participation of the OGK-2 management in the Moscow Exchange International Investment Forum (the Exchange Forum was organized jointly with Sberbank CIB).
In 2020, analysts were primarily interested in the following issues
- the amount of net profit to be allocated to the payment of dividends following the results of 2020;
- the Company’s intention to participate in the CCTMod program and the list of equipment specified;
- expectations for amount of CAPEX and EBITDA in 2020;
- the Company’s plans to purchase and sell assets.
Investor’s Calendar for 2021
March 5 | Publication of the audited IFRS financial statements for 2020 |
April | Analyst’s and Investor’s Day at Gazprom Energoholding Group |
June | Annual General Meeting of Shareholders |
August | Publication of IFRS financial statements for 6M 2021 |
December | Energy Day at Gazprom Energoholding Group |
More information on the events carried out by OGK-2 for shareholders and investors is available on the Company’s web-site at:https://www.ogk2.ru/rus/si/subject/.