Dividend Policy Regulation. How to develop a regulation on dividend policy How to regulate the procedures for distribution of profits for the past financial year

If you need to formalize the process of distribution of the company's profits, use our recommendations to develop a regulation on dividend policy. They will help to fix in the regulations how to determine the amount of dividends, for what purposes it is permissible to spend retained earnings and how to justify the appropriateness of this to the owners.

To avoid conflicts between the owners and the management of the company on the distribution of profits, it is worth developing and approving a dividend policy. If the owners do not require the creation of such a document, suggest it yourself.

What to include in the general part of the regulation on dividend policy

In the general part of the regulation on dividend policy, disclose:

• the goal of the dividend policy is, for example, to ensure stable dividend payments to owners not lower than the established level;
• the purpose of the regulation - suppose it establishes the procedure for the calculation and payment of dividends, as well as the directions of use retained earnings... Another example: the position allows you to determine the optimal ratio between dividends and capitalized profit;
• internal regulations and regulatory framework- indicate what documents the company and laws used in preparing the regulation. Suppose the charter of a company is Civil RF Code, ;
• Terms and Definitions - ... This will avoid confusion.

How to regulate the rules for distribution and reinvestment of profits

Anchor in the regulation on dividend policy rules that will help determine the annual and dividends. In theory, owners can withdraw all net income in the form of dividends. Therefore, you need to justify to them how much should be left at the disposal of the enterprise.

Indicate in the regulations:

• use cases net profit- it can be distributed among the participants, sent to the funds and reserves of the enterprise, or left unallocated;
• - as a percentage of budgetary profit, invested capital or actual net profit (see the formula);
• the maximum level of retained earnings on the balance sheet of the enterprise - in monetary terms, as a percentage of budgetary or actual profit;
• conditions under which it is permissible to leave part of the profit at the disposal of the company - suppose it has exceeded its profit plan in the past period;
• directions of spending retained earnings - for what purposes it is permissible to spend it (see. );
• justifications proving to the owners the need to reinvest profits - what documents to provide, what to reflect in them.

Formula.

How to regulate the procedures for distribution of profits for the past financial year

In the regulation on the dividend policy, fix the sequence of actions for the distribution of profits. Describe the procedure in two aspects:

1. How the company considers and approves financial statements... By the statements are approved by the members of the company, but it is possible to provide for its preliminary analysis by the board of directors.

2. How to prepare and approve the decision on the distribution of profits for the past fiscal year.

Indicate the authority of all those involved in the procedures, the terms of preparation, consideration and approval of documents.

How to regulate the procedure for the distribution of profits from previous years

The retained earnings of previous years, which the participants left at the disposal of the enterprise, are equity capital that improves ... However, this source of funding cannot be considered reliable. Business owners can hold a meeting at any time and withdraw profits as dividends.

It is important for the management of the company that the participants give advance notice ... If the company prepares for financial monitoring, changes the creditor, is going to pay the tranche on investment project, then an unplanned outflow of funds for the payment of dividends can significantly worsen financial position... Since the law does not oblige the participants to inform the management in advance, it is advisable to fix the terms of notification in the regulations (see. ). To establish these, determine how long it will take for the business to minimize the impact of the outflow of funds.

Transcript

1 APPROVED by the resolution of the Board of Directors of IDGC of Urals, OJSC Minutes dated September 03, 2010. 73 PROVISION ON DIVIDEND POLICY of IDGC of Urals, OJSC. Yekaterinburg 2010

2 TABLE OF CONTENTS 1 GENERAL PRINCIPLES dividend policy TERMS OF DIVIDEND PAYMENT dividend payout source of funds for dividends ORDER OF DECISION ON PAYMENT OF DIVIDENDS LIST OF PERSONS ENTITLED TO RECEIVE DIVIDENDS PROCEDURE, DEADLINES AND FORM OF PAYMENT OF DIVIDENDS DISCLOSURES ON DIVIDEND POLICY LIABILITY COMPANY FOR NON-PAYMENT OF DIVIDENDS FINAL PROVISIONS

3 1 GENERAL PROVISIONS 1.1. This Regulation on the dividend policy of IDGC of Urals Open Joint Stock Company (hereinafter - the Regulation) has been developed in accordance with the current legislation Russian Federation, The Charter of IDGC of Urals, JSC (hereinafter referred to as the Company), as well as the recommendations of the Corporate Governance Code of IDGC of Urals, JSC and other internal documents of the Company. profit in the form of dividends paid, as well as a system of relations and principles for determining the procedure and timing of payment of dividends, for establishing the responsibility of the Company for failure to fulfill the obligation to pay dividends The dividend policy of the Company is based on the balance of interests of the Company and its shareholders in determining the amount of dividend payments, on respect and strict observance of the rights of shareholders stipulated by the current legislation of the Russian Federation, the Charter and internal documents of the Company, and is aimed at increasing investment attractiveness Of the Company and the growth of its market capitalization The Regulation defines the basic principles and approaches when the Board of Directors of the Company makes decisions on the issue of recommendations to the General Meeting of Shareholders on the amount of dividends on shares in order to ensure the transparency of the mechanism for determining the amount of dividends and their payments, as well as informing shareholders and other interested parties on the dividend policy of the Company and determines the procedure for making a decision on the payment (declaration) of dividends, the conditions for their payment, the procedure for calculating the amount of dividends, including the timing, place, form of their payment, as well as the responsibility of the Company for non-payment of dividends Terms and definitions used in this The provisions are applied in the same meaning in which they are used in the legislation of the Russian Federation on joint stock companies and securities unless otherwise provided by these Regulations. 2 PRINCIPLES OF THE COMPANY'S DIVIDEND POLICY 2.1. The dividend policy of the Company is based on the following principles: the calculation of dividends is based on the use of profit without taking into account the effect of revaluation financial investments; the need to maintain the required level of the financial and technical condition of the Company (implementation of the investment program), ensuring the prospects for the development of the Company; compliance with the practice of calculating and paying dividends adopted in the Company with the legislation of the Russian Federation and the best standards of corporate conduct; optimal combination of interests of the Company and shareholders; the need to increase the investment attractiveness of the Company and its capitalization; ensuring transparency (clarity) of the mechanism for determining the amount of dividends and their payment; 3

4 dividends per common shares paid only in case of payment in full in accordance with the Company's Charter of dividends on preferred shares (in case of placement of preferred shares of the Company) The recommended amount of dividend payments is determined by the Board of Directors based on financial results activities of the Company, while the Board of Directors will strive to ensure a positive trend in the amount of dividend payments to shareholders from year to year. 3 TERMS OF PAYMENT OF DIVIDENDS 3.1. The Company has the right, based on the results of the first quarter, half a year, nine months of the financial year and (or) based on the results of the financial year, to make decisions (declare) on the payment of dividends on outstanding shares. The decision to pay (declare) dividends based on the results of the first quarter, six months and nine months of the financial year can be made within three months after the end of the corresponding period, provided that the net profit allocated to finance investments is sufficient, the Company strives to increase the development of the Company along with capitalization growth. the amount of dividends paid to shareholders, based on the amount of net profit received for the reporting financial period and the development needs of production and investment activities Companies The company does not have the right to make a decision (declare) on the payment of dividends on shares: until the full payment of the entire authorized capital Society; before the redemption of all shares that must be redeemed in accordance with Article 76 of the Federal Law “On Joint Stock Companies”; if, on the day of such a decision, the company meets the signs of insolvency (bankruptcy) in accordance with the legislation of the Russian Federation on insolvency (bankruptcy), or if these signs appear in the company as a result of the payment of dividends; if on the day of such decision the cost net assets the company is less than its authorized capital, and reserve fund, and the excess over the par value of the liquidation value of the placed preferred shares determined by the charter (in the event of the placement of preferred shares of the Company) or will become less than their size as a result of such a decision; in other cases provided for federal laws The Company is not entitled to make a decision (declare) on the payment of dividends (including dividends based on the results of the first quarter, six months, nine months of the financial year) on ordinary shares and preferred shares, the amount of dividends for which has not been determined (in the case of placing preferred shares of the Company), if a decision is not made to pay dividends in full (including accumulated dividends on cumulative preferred shares) on all types of preferred shares, the amount of dividends (including dividends based on the results of the first quarter, six months, nine months of the financial year) for which is determined by the charter societies (if they are located). 4

5 3.5. The company does not have the right to make a decision (declare) on the payment of dividends on preferred shares of a certain type (in the event of their placement), for which the amount of the dividend is determined by the charter of the company, unless a decision is made on full payment dividends (including on the full payment of all accumulated dividends on cumulative preferred shares) on all types of preferred shares giving priority in the order of receiving dividends over preferred shares of this type (in the event of such shares being placed) The Company is not entitled to pay declared dividends on shares: if on the day of payment, the company meets the signs of insolvency (bankruptcy) in accordance with the legislation of the Russian Federation on insolvency (bankruptcy) or if these signs appear in the company as a result of the payment of dividends; if on the day of payment the value of the company's net assets is less than the amount of its authorized capital, reserve fund and the excess of the liquidation value of the placed preferred shares (in the case of placement of preferred shares of the Company) over the par value determined by the charter of the company, or becomes less than the specified amount as a result of the payment of dividends; in other cases stipulated by federal laws. Upon the termination of these circumstances, the Company is obliged to pay the declared dividends to shareholders.When distributing profits and losses based on the results of the financial year (including the payment (declaration) of dividends), the profit distributed as dividends based on the results of the first quarter, six months and nine months of the financial year is not taken into account. 4 AMOUNT OF DIVIDEND PAYMENTS 4.1. Calculation of the amount of dividends based on the results financial period is produced as follows. I. If the conditions specified in article 3 of these Regulations are met, the decision to pay dividends is made if the following criteria are met simultaneously: availability of net profit based on the results of the financial period; availability of net profit based on the results of the financial period, excluding revaluation of financial investments; the ratio of debt (at the end of the period) to EBITDA (the indicator is calculated on the basis of the current regulation on credit policy) is less than three - if this criterion is not met, the priority over the payment of dividends is repayment borrowed money... II. Calculation of the amount of dividends: DIV = PE OtchRF PR PU, where: DIV is the total amount of net profit allocated for dividends; PE net profit based on the results of the financial period (excluding revaluation of financial investments), obtained taking into account the long-term regulatory parameters established for the company; 5

6 PtchRF amount mandatory contributions to the reserve and other funds in accordance with the Charter of the Company, the ratio to the total amount of deductions to the funds corresponds to the share of profit without taking into account the revaluation of financial investments in the total volume of net profit; PR part of the profit directed to investments, development of society; PU part of the profit directed to repayment of losses of previous years from operating activities, if any (no more than 0.5 * (PE OtchRF PR)). III. If, during the reporting year, significant technological disturbances in the operation of the equipment occurred or the reliability indicator, established as a key indicator of the Company's efficiency (prevention of accidents exceeding the maximum number of accidents falling under the signs of clause 2.1. the operation of energy systems, power plants, boiler houses, electrical and heating networks, RD, approved by the Ministry of Energy of the Russian Federation), and decisions approved by the Board of Directors of the Company were adopted to implement measures to improve the reliability and quality of services, the amount of dividends is determined taking into account such decisions. 5 SOURCES OF FUNDS SENDING FOR PAYMENT OF DIVIDENDS 5.1. In accordance with the requirements of the current legislation of the Russian Federation, dividends are paid from the company's profit after tax (net profit of the Company), calculated in accordance with the current rules for maintaining accounting and drafting accounting statements, and are distributed among shareholders in proportion to the number of shares of the corresponding category (type) they hold. Also, the source may be special funds of the Company for the payment of dividends on preferred shares of the Company, stipulated by the Charter of the Company. other areas of its spending, including for the payment of dividends Members of the Board of Directors of the Company determine the recommended amount of dividends on the shares of the Company. General manager The Company has the right to submit for consideration by the Board of Directors of the Company its proposals on the distribution of the Company's profit, including for the payment of dividends The amount of dividends paid on ordinary shares is determined by the General Meeting of Shareholders on the recommendation of the Board of Directors and may not exceed the amount recommended by the Board of Directors Amount of dividend payable per ordinary share is determined by dividing the total amount of dividends allocated for payment on ordinary shares of the Company by the number of ordinary shares of the Company on which dividends can be accrued in accordance with the law Amount of interim dividends recommended by the Board of Directors 6

7 (dividends declared before the end of the financial year - based on the results of the first quarter, six months, nine months) is determined in accordance with following conditions: - the amount of dividends from the profit of the current year cannot exceed the amount of dividends for the current year, which is planned in accordance with the Company's Business Plan for the current year (determined taking into account the mandatory deductions from the profit to the funds of the Company in accordance with the current legislation of the Russian Federation, the Charter and internal documents of the Company); - the amount of dividends from the profit of previous years cannot exceed the amount of the company's profit of previous years (according to the latest financial statements), in respect of which the general meeting of shareholders did not make a decision on its distribution. 6 PROCEDURE FOR MAKING A DECISION ON PAYMENT OF DIVIDENDS 6.1. The decision on the declaration, payment or non-payment of dividends, including the decision on the amount of the dividend, the form, timing and procedure for its payment for shares of each category (type), is adopted by the General Meeting of Shareholders of the Company in accordance with the Charter of the Company and based on the recommendations of the Board of Directors of the Company on the amount of dividends. The amount of dividends may not exceed the one recommended by the Board of Directors of the Company. The decision to pay dividends on placed shares based on the results of the financial year is adopted by the annual General Meeting of Shareholders as part of the decision on the distribution of the Company's profit based on the results of the financial year. The decision to pay dividends on placed shares based on the results of the first quarter , six months, nine months of the financial year is adopted by the General Meeting of Shareholders as a separate item on the agenda General meeting shareholders The recommendations of the Board of Directors and the decision of the General Meeting on the payment of dividends must specify: the category and type of shares for which dividends are declared; the amount of dividend per share of a certain category and type; the procedure and deadline for the payment of dividends; form of dividend payment A decision to pay (declare) dividends may be made provided that there are no legislative restrictions on the payment (declaration) of dividends. 7. LIST OF PERSONS ELIGIBLE TO RECEIVE DIVIDENDS 7.1. The Board of Directors of the Company determines the date for compiling the list of persons entitled to participate in the General Meeting of Shareholders of the Company. The list of persons entitled to receive dividends is compiled as of the date of compiling the list of persons entitled to participate in the General Meeting of Shareholders, at which a decision on the payment of dividends is made The list of persons entitled to receive dividends is 7

8 Registrar of the Company by order of the Company The list of persons entitled to receive dividends includes the following persons: shareholders registered in the system of maintaining the register of shareholders as of the date of compiling the list; other persons (pledgees, trustees, etc.) registered in the system of maintaining the register of shareholders on the date of compiling the list, to whom the rights to shares were transferred, unless otherwise provided by the agreement of such a person with a shareholder; shareholders in whose interests the shares are held by the nominee holder of securities registered in the system of maintaining the register of shareholders as of the date of the list. To compile a list of persons entitled to receive dividends, the nominee shareholder submits data on the persons in whose interests he owns the shares. shared ownership, the list of persons entitled to receive dividends includes all co-owners of shares. Information on the method of receiving dividends is contained in the questionnaire of a person registered in the register. Responsibility for providing reliable data for making appropriate changes to the questionnaire of a person registered in the register rests with the owner of shares.In order to protect the rights of shareholders to receive dividends, the Company, when organizing its relations with the registrar, will make every effort to establish measures of responsibility of the latter for the compliance of the data presented in the list of persons entitled to receive dividends, as well as information on the method (form) of receiving income with data from the register of shareholders of the Company has the right to contact the Company with a request for information on its inclusion (non-inclusion) in the list of persons entitled to receive dividends. t to the shareholder at his postal address, unless another method of obtaining information is specified in the request. 8. ORDER, TERMS AND FORM OF PAYMENT OF DIVIDENDS 8.1. The term and procedure for the payment of dividends is determined by the Charter or the decision of the General Meeting of Shareholders of the Company Dividends are paid exclusively in cash If the last day of the dividend payment period falls on a non-working day, the next working day is considered the expiration date. obligation to pay dividends at any 8

9 days within the established payment period In accordance with article 196 of the Civil Code of the Russian Federation, the storage period for accrued but unpaid dividends is 3 years. The specified period is calculated from the expiration date of the dividend payment period for the relevant financial year. Interest on unclaimed dividends is not charged. in the system of maintaining the register of shareholders of the Company, the Owner of shares has the right at any time to amend the registration form of the registered person regarding the method of obtaining cash income for shares, indicating the postal address or bank details to which dividends should be transferred, by providing the registrar of the company with a registered person's questionnaire with a corresponding order. The registrar provides the Company with updated information during the dividend payment period. The Company is not responsible for the direction of dividends to the shareholder according to the details previously known to the Company, if such was done by the Company prior to the moment when the updated information became known to him. 9. DISCLOSURE OF INFORMATION ON THE DIVIDEND POLICY 9.1. The Company ensures that the Regulations on the Dividend Policy of IDGC of Urals, JSC and all amendments to it are permanently available on the Company's website on the Internet at the following address: in the manner prescribed by the current legislation of the Russian Federation The materials submitted to shareholders for making a decision on the payment of dividends at the General Meeting of Shareholders must contain information indicating the presence or absence of conditions necessary for the payment of dividends The company publishes a message on the decision to pay dividends by placement information on the Company's website no later than one day from the date of drawing up the minutes of the General Meeting of Shareholders, at which the corresponding decision was made. iya on these issues. At the same time, this message explains to shareholders the obligation of shareholders, in the event of a change in bank details and postal addresses, to make changes to the registration form in the register of shareholders of the Company, as well as on the consequences 9

10 non-compliance with this obligation. 10. RESPONSIBILITY OF THE COMPANY FOR NON-PAYMENT OF DIVIDENDS The Company is obliged to pay the declared dividends in the amount and within the terms established by the decision of the General Meeting of Shareholders and the Charter of the Company. If the Company fails to fulfill its obligations, shareholders have the right to demand payment of the declared dividends in judicial procedure The Company is not liable for violation of obligations to pay dividends in the absence of correct and complete data of the registered person in the register of shareholders required for payment (transfer) of dividends to him. 11. FINAL PROVISIONS Issues related to the payment of dividends to shareholders of the Company that are not regulated by the norms of the current legislation of the Russian Federation, the Charter of the Company and these Regulations should be resolved based on the need to ensure the rights and legitimate interests of the shareholders of the Company. The decision is taken in the manner prescribed by the legislation and / or the Charter of the Company. - legal acts of the Russian Federation. ten

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In accordance with clause 6.2. of article 6 of the Charter of Rosseti Center (public name of IDGC of Center, PJSC) shareholders who own ordinary shares of the Company have the right to receive dividends declared by the Company.

In accordance with Article 7 of the Charter of Rosseti Center (public name of IDGC of Center, PJSC):

• The Company has the right, based on the results of the first quarter, half a year, nine months of the financial year and (or) based on the results of the financial year, to make decisions (declare) on the payment of dividends on outstanding shares. The decision to pay (declare) dividends based on the results of the first quarter, six months and nine months of the financial year may be made within three months after the end of the relevant period. The Company is obliged to pay the declared dividends on shares of each category (type), unless otherwise provided by the Federal Law “On Joint Stock Companies”.
• The decision to pay (declare) dividends is made by the General Meeting of Shareholders of the Company. The specified decision must determine the amount of dividends on shares of each category (type), the form of their payment, the procedure for paying dividends in non monetary form, the date on which the persons entitled to receive dividends are determined. In this case, the decision regarding the establishment of the date on which the persons entitled to receive dividends are determined is made only at the suggestion of the Board of Directors of the Company. The amount of dividends cannot exceed the amount of dividends recommended by the Board of Directors of the Company. The General Meeting of Shareholders of the Company has the right to make a decision on non-payment of dividends on ordinary shares.
• The Company is not entitled to make a decision (declare) on the payment of dividends on shares, and also does not have the right to pay declared dividends on shares, in cases stipulated by the current legislation of the Russian Federation.
• The source of payment of dividends is the profit of the Company after taxation (net profit of the Company). The net profit of the Company is determined according to the data of the financial statements of the Company.
• The term for payment of dividends to a nominee holder and a professional securities market participant to a trustee registered in the register of shareholders shall not exceed 10 working days, and to other persons registered in the register of shareholders - 25 working days from the date on which the persons entitled to receiving dividends. The date on which, in accordance with the decision to pay (declare) dividends, the persons entitled to receive them are determined cannot be set earlier than 10 days from the date of the decision to pay (declare) dividends and later than 20 days from the date of such decision. Dividends are paid to persons who were the owners of shares of the corresponding category (type) or to persons exercising rights on these shares in accordance with federal laws, at the end of the operating day of the date on which, in accordance with the decision to pay dividends, the persons entitled to receive them are determined ... Payment of dividends in cash is carried out by bank transfer by the Company or, on its behalf, by the registrar maintaining the register of the Company's shareholders, or by a credit institution. Payment of dividends in cash individuals, whose rights to shares are recorded in the register of shareholders of the Company, is carried out by postal order Money or in the presence of a corresponding application of the indicated persons by transferring funds to their bank accounts, and to other persons whose rights to shares are recorded in the register of shareholders of the Company, by transferring funds to their bank accounts. The obligation of the Company to pay dividends to the specified persons is considered fulfilled from the date of receipt of the transferred funds by the federal postal organization or from the date of receipt of funds in credit organization, in which the bank account of the person entitled to receive such dividends is opened. Persons who are entitled to receive dividends and whose rights to shares are accounted for by the nominee shareholder receive dividends in cash in accordance with the procedure established by the legislation of the Russian Federation on securities. The nominee holder to whom the dividends were transferred and who did not fulfill the obligation to transfer them, established by the legislation of the Russian Federation on securities, for reasons beyond his control, is obliged to return them to the Company within 10 days after the expiration of one month from the expiration date of the dividend payment period.
• A person who has not received the declared dividends due to the fact that the Company or the registrar does not have accurate and necessary address data 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 from the date of the decision on their payment. The deadline for filing a claim for the payment of unclaimed dividends when it is missed is not subject to restoration, unless the person entitled to receive dividends did not file this claim under the influence of violence or threat. Upon the expiration of such a period, the declared and unclaimed dividends are restored as part of the retained earnings of the Company, and the obligation to pay them ceases.

APPROVED BY:

By the board of directors

Protocol No. 10

Chairman of the Board of Directors

P O L O L E N I E

on dividend policy

scientific and technological complex "

1. General Provisions.

1.1. This Regulation on Dividend Policy (hereinafter referred to as the Regulation) has been developed in accordance with the current legislation, the Charter of the Company and its internal documents. The purpose of adopting these Regulations is to determine the strategy of the Board of Directors of the Company when developing recommendations on the amount of dividends on shares and the procedure for their payment.

1.2. The dividend policy of the Company is an integral part of the general policy of profit management of the Company, which consists in optimizing the proportions between the paid and capitalized parts of it in order to maximize the welfare of the shareholders of the Company.

1.3. The dividend policy of the Company is based on the balance of interests of the Company and its shareholders when determining the amount of dividend payments, on increasing the investment attractiveness of the Company and its capitalization, on respect and strict observance of the rights of shareholders provided for by the legislation of the Russian Federation, the Charter of the Company and its internal documents.

2. Basic principles of dividend policy.

2.1. A dividend is the income of shareholders on shares held by them, paid by the Company in accordance with the decision of the General Meeting of Shareholders. The source of payment of dividends is the net income (total profit) of the Company

2.2. The Company strives, along with the growth of capitalization, to increase the amount of dividends paid to shareholders, based on the amount of net profit received for the year and the development needs of the Company's production and investment activities.

2.3. The dividend policy of the Company is based on the following principles:

If there is a net income, the Company annually directs a specified part to pay dividends, using the remaining profit at its disposal mainly for reinvestment, in order to increase the capitalization of the Company;

Optimal combination of interests of the Company and its shareholders;

The need to increase the investment attractiveness of the Company and its capitalization;

Respect and strict observance of the rights and legally protected interests of shareholders stipulated by the legislation of the Russian Federation and the best corporate governance practices;

Transparency and openness of mechanisms for determining the amount of dividends and their payment;

Informing shareholders about the dividend policy of the Company.

2.4. Accrual of dividends on the shares of the Company is not allowed:

1) with a negative size equity capital or if the amount of the Company's equity capital becomes negative as a result of the accrual of dividends on its shares;

2) if the Company meets the signs of insolvency or insolvency in accordance with the legislation of the Russian Federation on bankruptcy, or these signs appear in the Company as a result of the accrual of dividends on its shares.

3. Procedure for the calculation and payment of dividends.

3.1. Dividends on the Company's shares are paid in cash, provided that the decision to pay dividends was made by the General Meeting of Shareholders on the recommendation of the Board of Directors.

3.2. The amount of dividends may not exceed the amount recommended by the Board of Directors of the Company.

3.3. When determining the amount of dividends recommended to the General Meeting of Shareholders, the Board of Directors is guided by the amount of net income (total profit) determined according to the data of the Company's accounting statements.

3.5. Payment of dividends on the Company's shares is carried out based on the results of the year.

3.6. Dividends are not accrued or paid on shares that were not placed or were redeemed by the Company itself, as well as if a court or the General Meeting of Shareholders made a decision to liquidate them.

3.7. The general meeting of shareholders has the right to make a decision on non-payment of dividends on ordinary shares of the Company with its obligatory publication in printed edition within ten working days from the date of the decision.

3.8. The decision of the General Meeting of Shareholders on the payment of dividends must contain the following information:

1) name, location, bank and other details of the Company;

2) the period for which dividends are paid;

3) the size of the dividend per one common share;

4) the date of commencement of the payment of dividends;

5) the procedure and form of dividend payment.

3.9. To organize the systematic and timely payment of dividends, the Company may engage a paying agent. Payment for the services of the paying agent is made at the expense of the Company.

3.10. The payment of a dividend is considered to be the transfer of the corresponding sums of money from the Company's account to a bank account or postal address contained in the system for maintaining the register of shareholders of the Company, or at the cash desk of the enterprise.

4. Responsibility for non-payment of dividends.

4.1. Responsibility for incomplete and untimely payment of dividends is determined by the legislation of the Russian Federation.

4.2. The Company is not responsible for non-payment of dividends if shareholders do not provide information about their exact bank details or postal addresses or changes to them, which makes it impossible to pay dividends to such shareholders.