INTEGRATED REPORT 2016
Information for Shareholders and Investors
Uralkali’s share capital amounts to 1,468,007,945.50 roubles divided into 2,936,015,891 ordinary registered shares with a face value of 0.50 roubles each. As at the date of this report, the Company’s share capital has remained unchanged since 1 August 2012.
Global Depositary Receipts (GDRs)
In respect of ordinary shares of PJSC Uralkali, GDRs under Regulation S were issued at a ratio of five registered ordinary shares per one GDR. The GDRs under Regulation S had been traded on the London Stock Exchange (LSE) until 22 December 2015, after which they were delisted. The Company’s depositary bank is The Bank of New York Mellon.
The GDR programme of PJSC Uralkali under Regulation 144A was closed on 12 January 2016 due to the extremely small volume.
Uralkali’s securities are interchangeable: ordinary shares can be converted into GDRs and back.
As of 31 December 2016, GDRs represented approximately 24.97% of the Company’s share capital.
As of 31 December 2016, Uralkali’s ordinary shares were traded on the Moscow Exchange. Uralkali’s GDRs had been traded on the London Stock Exchange up to their delisting on 22 December 2015
|Trading floor||Ticker code|
|- Regulation S GDRs||91688E206|
|- Regulation S GDRs||US91688E2063|
|- Ordinary shares||RU0007661302|
2 ISIN (International Securities Identification Number) - international identification number of the share.
[Moscow Exchange (Uralkali ordinary shares)]
[market transactions, Bloomberg]
|Annual maximum price, RUB||215.25||203.35|
|Annual minimum price, RUB||126.20||159.20|
|Year-end price, RUB||177.00||165.20|
|Trading volume, million RUB||825.0||256.7|
[market transactions, Bloomberg]
* As of December 2016.
Source: Moscow Exchange, MSСI, Market Vectors
Share and GDR buyback programme
As part of the share and GDR buyback programme in force in 2016, Uralkali acquired shares and GDRs in the amount of 8.24% of the share capital of the Company. In total, two such programmes were completed in the reporting year:
- On 31 March 2016, Uralkali completed the programme for the buyback of treasury shares (including shares, the rights to which are certified by global depositary receipts (GDRs)), announced on 23 November 2015. The programme volume was limited to 6.5% of Uralkali’s share capital. The acquisition of the Company’s shares and GDRs under this programme was carried out by Uralkali subsidiaries JSC Uralkali- Technology and Enterpro Services Limited, through the Renaissance Capital broker (including its affiliates) on the open market. As a result of the programme, 101,117,702 shares and 8,506,136 GDRs were purchased, which together amounted to 4.89% of Uralkali’s share capital.
- On 19 September 2016, Uralkali completed the second programme for the buyback of treasury shares and GDRs, announced on 18 May 2016, with a total volume of up to 4% of Uralkali’s share capital. The acquisition of the Company’s shares and GDRs under this programme was carried out by Uralkali subsidiaries JSC Uralkali- Technology and Enterpro Services Limited, through the Renaissance Capital broker (including its affiliates) in the open market. As a result of this share and GDR buyback programme, 92,172,796 shares and 1,215,191 GDRs were acquired from the open market, which together amounted to 3.35% of the Company’s share capital.
Eleven equity research analysts from leading banks, including Credit Suisse, Goldman Sachs, HSBC, UBS, VTB Capital and Sberbank CIB, follow the Company on a regular basis.
Uralkali’s IR team routinely monitors and communicates analyst consensus to the Company’s Board of Directors and top management.
For more information please see: http:// www.uralkali.com/ru/investors/analysts/
In June 2012, the Company received investment grade credit ratings from three international rating agencies: Fitch, Standard & Poor’s and Moody’s.
Dynamics of the Company’s credit ratings in 2016:
- On 12 April, S&P changed the outlook for Uralkali from stable to negative due to a significant deterioration in the fertiliser market over the previous six months and expectations that prices for NPK fertilisers would remain well below 2015 levels for several years
- On 30 September, Fitch changed the outlook for Uralkali’s securities from stable to negative, which reflected the Company’s high leverage, which was above the expected level
For more information please see: http://www.uralkali.com/ru/investors/ fixed_income/
|Last rating date||9 December 2015||9 October 2015||5 October 2015|
The annual general meeting of Uralkali shareholders was held on 17 June 2016 in the city of Berezniki, Perm region. The meeting decided not to pay dividends for 2015.
As a general rule, dividends in the Russian Federation are taxed as follows:
- For legal entities:
- 0% – for tax residents of the Russian Federation, if such an entity owns over 50% of the Company’s share capital for a period of more than 365 days;
- 13% – for other Russian residents;
- 15% – for non-residents;
- 13% – for Russian tax residents;
- 15% – for tax non-residents.
Should the recipient of a dividend be a tax resident of a state with which the Russian Federation has signed a treaty on avoidance of double taxation, the tax payments must be made in compliance with the tax rate indicated under the relevant treaty (subject to the conditions set forth in the treaty).
This information is provided for information purposes only. Potential and current investors should seek the advice of professional consultants on tax matters related to investments in the shares and GDRs of the Company.
Share capital structure3
The payment of dividends is regulated by the legislation of the Russian Federation. Dividends are paid from the profits of the Company after taxation (net profit). The net profit size is determined on the basis of the Company’s accounting (financial) statements.
Pursuant to the Federal Law on Jointstock Companies, and Uralkali’s Charter and the Regulations on the Dividend Policy, the Company has the right to decide (declare) to pay dividends based on the results of the financial year, as well as of the first quarter, six months and nine months of the financial year (interim dividends).
The Regulations on the Dividend Policy of PJSC Uralkali, approved by the decision of the Board of Directors in April 2015, stipulate that the Company’s Board of Directors shall submit recommendations to the general meeting of shareholders on payment of dividends based on performance in the reporting period, taking into account the Company’s financial results. The Board of Directors considers the main areas of net profit distribution and determines the share of net profit that can be reasonably used for paying dividends.
Decisions on the amount of the dividend recommended for the general meeting of shareholders, the procedure for its payment and the date for determining those entitled to receive dividends are made by the Board of Directors in accordance with the Federal Law On Joint-stock Companies, the Charter and the Regulations on the Board of Directors by a majority vote of the Board members attending the meeting.
The decision on payment (declaration) of dividends is taken by the general meeting of shareholders of the Company. The amount of dividends cannot be more than the amount of dividends recommended by the Company’s Board of Directors.
Uralkali informs shareholders and other stakeholders, including potential investors and professional participants of the securities market, about its dividend policy by publishing the policy on the Internet and outlining its main provisions in the Company’s annual reports. For more information please see Uralkali’s website: http://www.uralkali.com/investors/ shareholder_inf/dividends/
|Period||Record date||Date of decision on dividend payment||Dividend per ordinary share / GDR (RUB)||Accrued dividends (‘000 RUB)|
Communication and dialogue
Transparent communications with all shareholders is one of Uralkali’s top priorities. The Company’s management maintains regular dialogue with institutional investors and sell-side analysts through participation in meetings, presentations, international conferences, webcasts and conference calls, during which it discusses the Company’s financial results and provides an overview of the potash market.
Uralkali understands the importance of keeping the investment community informed of the latest developments and provides updated outlooks in order to build an understanding of the Company’s investment case.
In 2016, Uralkali maintained active communication with investors through the following activities:
- Company management participation in a number of leading international market and industry conferences and forums focused on emerging markets
- Conference calls and webcasts on
financial results and an overview of the
- Webcast and conference call for the presentation of IFRS financial statements for 2015 and strategy review on 11 April 2016
- Webcast and conference call for the presentation of IFRS financial statements for Q1 2016 and market review on 22 June 2016
- Webcast and conference call for the presentation of IFRS financial statements for H1 2016 and market review on 29 August 2016
The Board regularly receives investor relations reports covering key meetings, activities and shareholder feedback. Analysts’ reports on the Company’s shares are also circulated on a regular basis.
The Company takes great care to ensure that any relevant information is released to all shareholders and analysts at the same time, in accordance with the transparency principles.
Generally, the information is distributed through the following channels:
- Uralkali website: The Company publishes releases on important events and financial results. Any interested parties can subscribe online to receive news updates by registering online.
Uralkali posts its annual reports on its
website www.uralkali.com on the day of the report’s official publication, and
sends out a press release to announce
the publication. Hard copies of the annual
reports are available upon request via the
For more information please see: http:// www.uralkali.com/investors/
The website is regularly updated.
- Social media: Uralkali selectively uses social media as an additional channel of information disclosure and to distribute Company and industry news, as well as to highlight publications in the Russian and foreign media. For more information please visit Uralkali’s official Facebook page (www.facebook.com/UralkaliRU) and Twitter account (https://twitter.com/uralkali_russia).
- E-mail The Investor Relations Department can be contacted with respect to any queries at email@example.com.
In 2016, the Company participated in a number of competitions for the best annual report for 2015:
- The 19th Annual Report Competition
organised by the Moscow Exchange:
- Best annual report from the industrial sector of the economy (winner);
- Best design and concept of an annual report (prize-winner);
- Best design and navigation of a corporate website (prize-winner).
- Best Annual Report International – IR Society (nominee highly appreciated by the judges).
- CorpComms awards 2015: Best annual report - private sector (nominee).