Share Capital
As of 31 December 2023, the authorised capital of PJSC Rosseti amounted to RUB 1,056,730,050,738.50 and consisted of 2,113,460,101,477 ordinary shares with a par value of 50 kopecks each. The Articles of Association of PJSC Rosseti in force as of 31 December 2023 also provided for declared shares in the amount of 240,890,189,234 ordinary shares with a par value of 50 kopecks each with a total par value of RUB 120,445,094,617.00.
The Company did not place preferred shares.
Information on Placement of Additional Shares by the Company
The Annual General Meeting of Shareholders of the Company held on 30 June 2023 (Minutes No. 29 dated 30 June 2023) resolved to increase the Company’s authorised capital by placing additional privately‑traded shares in favour of the Russian Federation represented by the Federal Agency for State Property Management.
Number of placed securities of the additional issue: 240,890,189,234.
The price for the placement of additional ordinary shares (including when exercising the pre‑emptive right to acquire additional ordinary shares) was determined by the Board of Directors of PJSC Rosseti in accordance with Articles 36 and 77 of Federal Law No. 208‑FZ “On Joint Stock Companies” dated 26 December 1995 in the amount of 50 kopecks per 1 additional ordinary share.
Form of payment for additional shares: monetary funds in Russian roubles in non‑cash form and/or non‑monetary funds:
- Ordinary shares of Joint Stock Company Regional Power Grids (RES) (OGRN 1045402509437)
- Ordinary and preference shares of type A of Joint Stock Company Electromagistral (OGRN 1115476076715)
- Ordinary shares of Joint Stock Company Energetik (OGRN 1225400005368)
- Movable and immovable property — power grid facilities located in the Republic of Crimea, Krasnoyarsk Territory, Irkutsk Region, Maykop District of the Republic of Adygeya, Kola District of Murmansk Region, as well as property that is their integral technological part or is related to their operation and maintenance
Shareholders who voted against or did not take part in the voting on the private offering of additional shares of the Company at the Annual General Meeting of Shareholders exercised their pre‑emptive right to acquire the additional shares to be placed. Total number of shares placed under the pre‑emptive right: 2,684,996.
To pay for the additional shares, the State put 92,519,161 ordinary shares of JSC RES for a total value of RUB 9,141,000,000 7,238,117 ordinary and 2,223,621 preference shares of JSC Electromagistral for a total value of RUB 1,003,000,000 and 107,667 ordinary shares of JSC Energetik for a total value of RUB 445,000,000 as well as RUB 1,294,025,600 in cash. As a result, the Russian Federation represented by Rosimushchestvo placed 23,766,051,200 Rosseti’s ordinary shares of additional issue, totalling RUB 11,883,025,600.
Thus, the number of placed ordinary shares of PJSC Rosseti, including shares of additional issue, as of 31 December 2023 was 2,137,228,837,837,673.
Company’s Equity Holding Structure
Restructuring of PJSC Rosseti completed on 9 January 2023 through the merger of Public Joint Stock Company Russian Power Grids, JSC DVEUK — UNPG, OJSC Tomsk Main Power Grids and JSC Kuban Main Power Grids. Share structure at the end of the restructuring and at the end of the reporting yearStructure as of 31 December 2023, including placed shares of additional issue 1-01-65018-D-109D. is given below:
As of the end of the reporting period (31 December 2023), the largest shareholder of the Company is the Russian Federation represented by Rosimushchestvo, which holds 75.277954% of the Company’s shares, including outstanding shares of the additional issue.
PJSC Rosseti is unaware of any potential for certain shareholders to acquire control or that certain shareholders have acquired a degree of control that is out of proportion to their ownership stake in the Company’s authorised capital, even if that control is acquired through shareholder agreements.