FAQ

Segezha Group's shares are listed on the Moscow Exchange under the ticker symbol SGZH, where they are included in the level 1 (highest) quotation list. Detailed information is available at the link.

Ordinary registered non-certificated shares of Segezha Group PJSC, state registration number of the issue: 1-01-87154-H, state registration date: 18 December 2020 (hereinafter, the "Shares") are traded on the Moscow Exchange.

The total number of Shares under the Articles of Association of Segezha Group PJSC is 15,690,000,000.

Official market quotations for the shares of Segezha Group PJSC are available on the Moscow Exchange's official website (link) and on the Company's official website www.segezha-group.com in the "For investors" section.

Share purchase and sale trades are usually performed on stock exchanges through professional securities market participants, i.e. brokers or investment companies. To perform share purchase and sale trades, you need to open a brokerage account with a duly licensed broker.

All shares of Segezha Group PJSC are issue-grade securities issued in the non-certificated form only pursuant to the Federal Law On the Securities Market. The ownership rights to the shares of Segezha Group PJSC are recorded in the register of Company shareholders (Reestr JSC). You can find detailed information about the registrar on the Company website in the "Registrar" section or on the registrar's official website at https://www.aoreestr.ru/.

The Company shall have the right to make decisions on the payment of dividends on outstanding shares based on the results of the first quarter, half-year, or nine months of the financial year and/or based on the results of the financial year.
A decision to pay (declare) dividends for the first quarter, half-year, or nine months of the financial year may be taken within three months after the end of the corresponding period (Clause 1 of Article 42 of the Federal Law On Joint-Stock Companies).

All shareholders entered into the register of Company shareholders as of the compilation date of the list of persons entitled to dividends (the "register closing date") shall have the right to receive dividends.
The date as of which persons entitled to dividends are determined shall be indicated in the decision of the General Meeting of Shareholders upon the recommendation of the Company's Board of Directors (Clause 3 of Article 42 of the Federal Law On Joint-Stock Companies). The compilation date of the list of persons shall not be earlier than 10 days or later than 20 days from the date of the decision to pay (declare) dividends (Clause 5 of Article 42 of the Federal Law On Joint-Stock Companies).
If a shareholder sells his/her/its shares before the register closing date, the right to receive dividends shall pass to the new share owner.

The period for payment of dividends to a nominal holder or a trustee that is a professional securities market participant which are entered into the register of shareholders shall not exceed 10 business days, and the period for payment of dividends to other persons entered into the register of shareholders shall not exceed 25 business days from the date as of which persons entitled to dividends are determined (Clause 6 of Article 42 of the Federal Law On Joint-Stock Companies).

A shareholder who does not receive the declared dividends due to the absence of the shareholder's accurate and necessary address or bank details in the company or the registrar or due to other delay by the creditor may file a demand with the issuer for payment of such dividends (unclaimed dividends) within three years from the date of the decision to pay them. Upon the expiry of that period, declared and unclaimed dividends shall be restored as part of retained profit of the company, and the obligation to pay them shall be terminated (Clause 9 of Article 42 of the Federal Law On Joint-Stock Companies).

A decision to pay (declare) dividends shall be taken by the General Meeting of Shareholders. This decision shall define the amount of dividends, the form of their payment, the procedure for dividend payment in non-monetary form, and the date as of which persons entitled to the dividends are determined.

The amount of dividends cannot exceed the amount of dividends recommended by the Board of Directors of the company (Clause 4 of Article 42 of the Federal Law On Joint-Stock Companies).

Dividends are paid in monetary form as follows:

to individuals whose rights to the shares are recorded in the register of company shareholders:

• by way of funds transfer to their bank accounts whose details are available to the company registrar, or
• by way of funds transfer to special accounts of financial platform operators opened in accordance with the Federal Law On the Settlement of Financial Transactions Using a Financial Platform, details of which are available to the company registrar, or
• by way of postal money order;
• to other entities whose rights to shares are recorded in the register of company shareholders: by way of funds transfer to their bank accounts;
• persons whose rights to shares are recorded by a nominee shareholder shall receive dividends in monetary form in accordance with the procedure established by the legislation of the Russian Federation on securities via their nominee holder.

The obligation of the company to pay dividends to shareholders shall be deemed discharged from the date when the funds to be transferred are accepted by the Russian Post or from the date when the funds are credited to the bank account, or, when a credit institution is the shareholder, from the date its account is credited (Clause 8 of Article 42 of the Federal Law On Joint-Stock Companies).

For the purpose of timely receipt of dividends, we recommend that shareholders, upon changing the dividend receipt method (postal money order, bank transfer), bank details, address, full name, identity documents etc., promptly edit the personal information about the holder of the account where rights to your shares are recorded. This can be done by contacting the Company Registrar, Reestr JSC (in person in the Central Office or in the office of any branch of the Registrar https://www.aoreestr.ru/contacts/filials/, or via the Shareholder's Personal Area, or by contacting the nominee holder with which the shareholder has concluded an account service agreement.

Dividends received by a shareholder from the Company are taxable income. Tax on income received in the form of dividends on the shares of Russian organisations shall be assessed and paid by an entity recognised as a tax agent individually for each taxpayer, as applicable to each payment of the said income, at the rates and in the manner established by the Tax Code of the Russian Federation (Article 214).

Segezha Group PJSC is recognised as a tax agent in respect of securities the rights to which are recorded in the register of securities. When income is paid on securities the rights to which are recorded in a depository, such depository shall be recognised as a tax agent.

Reference: according to the general rule, the dividend tax rate in Russia is 13% or 15% for individual and corporate shareholders which are Russian residents and for non-residents of Russia, respectively (Articles 224, 284 of the Tax Code of the Russian Federation). Upon application of a double tax treaty for non-residents, tax payments shall be effected in accordance with the terms and conditions of such treaty.

Pursuant to the Federal Law On Joint-Stock Companies and the Articles of Association of Segezha Group PJSC, an annual General Meeting of Shareholders of the Company shall be held once a year, not earlier than two and not later than six months after the end of the financial year.

Meetings other than annual ones are extraordinary meetings. An extraordinary Meeting shall be held by the decision of the Board of Directors upon:

• the initiative of the Board of Directors of the Company
•  the request of the Internal Audit Committee
• or the Company auditor
• the request of shareholder(s) holding at least 10% of the Company's voting shares as of the request date. 

The list of persons entitled to participate in the Meeting is compiled on the basis of data from the register of Company shareholders. The compilation date of such list shall be approved by the Board of Directors of the Company pursuant to Article 53 of the Federal Law On Joint-Stock Companies.

The following persons/entities are entitled to participate in the meeting of shareholders:

• shareholders holding ordinary shares as of the register closing date or their representatives;
• management companies of unit investment funds (UIFs) in which the ordinary shares of Segezha Group constitute the property of the UIFs as of the register closing date;
• trustees, if ordinary shares of Segezha Group have been credited to their personal account (securities account) as of the register closing date;
• trustors about which information was provided by the trustees.

Information on the convening and holding of a Meeting and on the compilation date of the list of persons entitled to participate in the Meeting shall be disclosed on the web page of Interfax-CRKI LLC www.e-disclosure.ru/portal/company.aspx?id=38038, as well as on the corporate website of Segezha Group PJSC https://segezha-group.com/reports/shareholder-meetings/.

Voting at the General Meeting of Shareholders is carried out according to the general principle "one voting share of the Company gives one vote", except for cumulative voting for electing members to the Board of Directors of the Company, and save for the restrictions established in Article 66 of the Federal Law On Joint-Stock Companies.

In cumulative voting, the number of votes held by each shareholder is multiplied by the number of persons to be elected to the Company's Board of Directors, and the shareholder may cast all such votes for one candidate or distribute them between two or more candidates. The candidates with the highest number of votes shall be deemed elected to the Board of Directors.

A shareholder may exercise his/her/its right to participate in the Meeting of Shareholders personally or via a representative acting under a power of attorney.

Information on the methods and the procedure for participation in voting at the Meeting of Shareholders is provided in the Notice of the Meeting of Shareholders published on the web page of Interfax-CRKI LLC www.e-disclosure.ru/portal/company.aspx?id=38038, as well as on the corporate website of Segezha Group PJSC https://segezha-group.com/reports/shareholder-meetings/.

Voting at the Meeting is carried out using ballots. A voting ballot shall be sent to a person entered into the register of Company shareholders and entitled to participate in the Meeting not later than 20 days before the date of the Meeting.

The shareholder shall choose one of the following available ways to participate in the meeting:

• complete the voting ballots and send them to the Company at the address: 10 Presnenskaya Naberezhnaya, Block C, Floor 45, Office 15, Moscow 123112, or to any other address specified in the decision of the Board of Directors on convening the General Meeting of Shareholders;
• complete an electronic voting ballot form on the website http://www.aoreestr.ru/shareholders/e-voting or via the Shareholder's Personal Area; detailed information is available in the "Registrar" section.
• participate in the meeting in person (or via a representative acting under the power of attorney) on the day of the meeting, if the meeting of shareholders is held in person. 

A registrar is a specialised organisation holding a Bank of Russia licence which records shareholders' rights to the shares of a joint-stock company on the basis of an agreement with such company. Rights are recorded in the register of security holders by making records in the personal account of each shareholder. A shareholder's personal account contains information on the shareholder and securities belonging to him/her.

Reestr JSC is the registrar of Segezha Group PJSC. Detailed information is available on the official website http://aoreestr.ru or in the "Registrar" section of the website.

Contact the register holder, Reestr JSC, to get a personal account statement. Its address and contact details can be found on the official website http://aoreestr.ru or in the "Registrar" section of the website.

A full list of documents submitted by the registrar is available here.

All of the registrar's services are fee-based. Detailed information on the registrar's services and the cost thereof is available on the official website of Reestr JSC in the "Provision of Information" section.

Shareholders whose rights to shares are recorded on a nominee holder's accounts may request information from their nominee holders.