Share Capital
The authorized capital of the Company comprises
199,838,157.50
RUB
and is divided into 1,998,381,575 ordinary voting shares with par value of 0.1 rubles each. No preferred shares were issued.
Placed and declared shares in MTS PJSC as of May 17, 20221
1 Date of preliminary approval of the 2021 Annual Report of MTS PJSC by the Board of Directors of MTS PJSC.
| Share categories (types) | Placed shares | |
|---|---|---|
| Quantity (pcs.) | Nominal value of one share (RUB) | |
| Ordinary shares | 1,998,381,575 | 0.1 |
| Voting shares | 1,998,381,575 | 0.1 |
| Preferred shares | 0 | 0 |
| Share categories (types) | Declared shares | |
|---|---|---|
| Quantity (pcs.) | Nominal value of one share (RUB) | |
| Ordinary shares | 100,000,000 | 0.1 |
Information about persons owning shares in MTS PJSC as of May 17, 20221
| Number of ordinary shares | Interest of authorized capital | |
|---|---|---|
| Sistema PJSFC2,3 | 841,019,563 | 42.085%4 |
| MGTS PJSC5 | 5,452,327 | 0.273% |
| Stream Digital LLC4 | 87,245,832 | 4.366% |
| Bastion LLC4 | 182,613,298 | 9.138% |
| MTS PJSC | 38,709,168 | 1.937% |
| Shares in free circulation6 | 843,341,387 | 42.201% |
| Total | 1,998,381,575 | 100% |
1 Date of preliminary approval of the 2021 Annual Report of MTS PJSC by the Board of Directors of MTS PJSC.
2 Stake of Sistema PJSFC also includes the stake of its subsidiary Sistema Telecom Assets LLC (11.03% shares of MTS PJSC).
3 The beneficial owner of Sistema PJSFC, who owns 49.2% of the authorized capital, is Vladimir Petrovich Evtushenkov, a citizen of the Russian Federation.
4 The effective participation share Sistema PJSFC in the authorized capital of MTS PJSC is less than 50%.
5 MGTS PJSC, Stream Digital LLC and Bastion LLC are subsidiaries of MTS PJSC.
6 Includes 16.74% of shares in MTS PJSC and ADR for 25.47% of shares in MTS PJSC.
Information on the number of shareholders
Total number of persons registered in the shareholder register of the issuer as of the end of Q1 2022: 980.
Total number of persons included in the list of persons compiled by the latter (as of August 27, 2021) having a right to exercise (implement) rights to shares of MTS PJSC and for compilation of which nominal issuer’s shareholders presented data on persons, for the benefit of whom they owned (own) shares of MTS PJSC: 402,017.
The management of MTS PJSC has no information1 about existing share ownership interests exceeding 5% of authorized capital of MTS PJSC apart from the above-mentioned.
1 Information is understood as documented data received by (transferred to) the management.
For updated information about the shareholder capital structure visit the Company’s website
Information about securities
Shares
Shares of MTS PJSC are circulated on the leading Russian platform — Moscow stock exchange (MOEX) and are listed on the New-York stock exchange in the form of American Depositary Receipts — ADR (ratio: 1 ADR to 2 shares). From October 3, 2003, shares in MTS PJSC were included in the list of non-listed securities of the Moscow Interbank Currency Exchange. In December 2003, shares in MTS PJSC were included in “B” quotation list at MICEX. Since October 2010, shares have been traded in the “A1” quotation list. Since June 2014, shares in MTS PJSC have been traded in the first level of the MICEX securities list.
The ordinary shares in MTS PJSC fixes for its owner (shareholder) a given volume of property rights, including the right to participate in the Company’s management, the right to obtain a portion of Company’s profits in the form of a dividend as well as the right to obtain a portion of the property left after Company’s liquidation.
The Company’s issued and placed shares are ordinary registered shares in the same par value.
Information about current lists and transaction prices
Information about the circulation of shares in MTS PJSC on stock exchanges
| Trading Platform Name | Issuer Code |
|---|---|
| NYSE, New York | MBT |
| MOEX, Moscow | MTSS |
Price and volume of shares in MTS PJSC (RUB), 2021
| MICEX | Price (RUB) |
|---|---|
| Minimum share price | 265.7 |
| Maximum share price | 350.95 |
| Average daily trade volume (pcs.) | 3,681,277 |
| Price as of December 31, 2021 | 298.6 |
Price and volume of American Depositary Receipts of MTS PJSC (USD), 2021
| NYSE | Price (USD) |
|---|---|
| Minimum ADR price | 7.47 |
| Maximum ADR price | 10.08 |
| Average daily trade volume (pcs.) | 2,850,828 |
| Price as of December 31, 2021 | 7.95 |
American Depository Receipts
On June 30, 2000, MTS successfully floated the issue of American Depository Receipts (ADRs) of the third level at the New York Stock Exchange. MTS PJSC became the second company in Russia to implement the ADR program of the highest level.
On April 20, 2010, MTS PJSC announced a change in the ratio between ADRs and company shares starting from May 3, 2010. As a result of this change, the ratio of ADRs to ordinary shares was changed from 1:5 to 1:2. Thus, holders of MTS ADRs registered at the end of the work day of April 28, 2010 received additional 1,5 ADRs for every available ADR.
As of December 31, 2021 the total number of ADRs for ordinary registered share without treasury shares amounted to 254,453,786 ADRs, which makes up 508,907,572 ordinary registered shares or 30,61% of the Company’s shares beyond the Group.
A depository under the ADR program and shareholder of MTS PJSC is JP Morgan Chase Bank, N.A., to which a depository account of depository programs was opened.
Dividends and share redemption program
History of dividend payment in 2021
For the calendar year 2021, the total amount of dividends was 37.06 rubles per ordinary share of MTS (74.12 rubles per ADR1). The total amount of payments amounted to 74.1 billion rubles.
1 American Depositary Shares
More detailed information on payment of dividends is available on the MTS website
Share buyback in 2021
In March 2021, MTS launched a program of buyback of own ordinary shares and American depositary shares for a total amount not exceeding RUB 15 billion. In July 2021, MTS completed the share buyback program announced on March 31, 2021.
From the moment of announcement of the Program for Acquisition of Ordinary Shares and American Depository Shares (ADS) implemented by a 100% subsidiary of MTS PJSC — Bastion LLC, 45,401,921 ordinary shares were bought back (including ADS) for the total amount of around 15 billion rubles, which amounts to 2.27% of the total number of placed shares of MTS PJSC. This number includes 22,796,040 ordinary shares (including ADS) purchased from Sistema PJSFC and its subsidiaries: Sistema Telecom Assets LLC and Sistema Finance S.A.
In December 2021 MTS completed buyback of shares in connection with the extraordinary general meeting of shareholders (EGMS) held on September 30, 2021. In accordance with the legislation of the Russian Federation, the owners of MTS ordinary shares who abstained from voting or voted against certain items on reorganization at the extraordinary general meeting of shareholders, had the right to present its shares for buyback. In total in Q4 MTS PJSC bought back 28,504,570 ordinary shares for the amount of 9.3 billion rubles.
Dividend Pоlicy
The current dividend policy for 2019–2021 was approved on March 21, 2019 by the MTS Board of Directors, in accordance with the policy, the target dividend yield is at least 28.0 rubles per ordinary share of MTS PJSC (56.0 rubles per ADR) per during each calendar year.
The dividend policy provided for dividend payment in two instalments during a calendar year — annual payments based on the results of the previous year and payment of interim dividends for the first six months of the current year. When determining dividend payments, MTS takes into account a number of factors, including operating cash flow, capital expenditures and debt position.
In addition to regular payments within the framework of the dividend policy, the Company may increase the shareholders’ benefit by implementing a program of share redemption in the open market. When deciding on the launch and size of the redemption program, the Board of Directors takes into account the current availability of funds, operating performance indicators, the amount of debt, the Company’s future cash requirements and the overall market situation.
Dividend Policy
Dividends and buyback of shares1
RUB billion
1 Dividend payment includes dividend paid on quasi-treasury stock. The amount may vary due to rounding of individual digits. Share buyback according to the Program of Share Buyback.
74.1
RUB billion
Total dividend payout for 2021
Bonds
MTS PJSC is one of the largest issuers of corporate bonds in Russia. The Company uses funds from bonds’ placement for debt portfolio refinancing and implementation of its investment program.
For the period of 2021, the following bond issues were issued / redeemed.
| 2021 | RUB 4.5 billion | The eighteenth issue of exchange-traded bonds 001P-18 with the maturity term of 3 years |
| RUB 10 billion | Bonds of series 001P-02 were fully redeemed | |
| RUB 10 billion | Bonds of series 001P-05 were fully redeemed |
Detailed information on previous bond issues can be found on the websites:
http://www.disclosure.ru/issuer/7740000076/
Issue of bonds in 2021
| Issuer | Mobile TeleSystems Public Joint Stock Company |
|---|---|
| Security type | Exchange-traded non-convertible interest-bearing uncertificated exchange-traded bonds in bearer form subject to mandatory deposit of 001R-18 series |
| Coupon | Coupon 1–6 — 6,5% per annum |
| Placement price | 100% |
| Issue currency | Ruble |
| Issue amount | 4,500,000,000 |
| Placement date | March 26, 2021 |
| Date of maturity | March 22, 2024 |
| ISIN Reg No | RU000A102VL3 |
| Offer | – |
Interaction with Shareholders and Investors
One of the most important goals of MTS is to maintain strong trustful relationships with shareholders and investors, based on the principles of direct dialog in accordance with the relevant legislation and prevalent international practices.
The current information disclosure system is built taking into account the requirements of listing rules of the Moscow and New-York stock exchanges, operates in the Company and ensures compliance with the transparency principle.
In order to improve its activities in the sphere of compliance with the interests of investors and shareholders, and the establishment of trusting relations with partners, MTS continuously strives to improve the level of its transparency and openness.
In accordance with the principle of general availability, the Company publishes announcements of significant events on the website of the US Securities and Exchange Commission, on the website of the Russian Information Agency (news feed), on the official website of MTS: for shareholders and investors.
MTs also publishes other information on its official website. The “For investors and shareholders” section includes internal corporate documents, annual reports, sustainability reports, materials for shareholder meetings, information on the registrar and auditor, information on dividend policies, quarterly financial statements under IFRS and RAS, and information on quoted prices of shares and bonds. The Company’s management is involved in the maintenance and development of an effective dialog with equity market participants. MTS representatives regularly participate in international conferences, hold meetings with investors, and organize days of analysts. Quarterly publication of financial results is carried out with phone conferences or webcasts involving MTS top managers. Financial statements are published as supported by presentation materials for better coverage of achieved results and presentation of the Company’s strategy.
In 2021, the MTS IR team issued more than 90 press releases and blog posts, as well as held more than 100 in person and online meetings with representatives of leading institutional funds and investment banks, inter alia within the framework of 15 international conferences. In 2021 the Company’s business was still impacted by the pandemic and related restrictive measures, therefore MTS built efficient communications with the investors in online format.
Company’s management and IR-team are continuously improving their interaction with investors and shareholders, using the best experience of other companies and monitoring the latest legislation changes and key standards in this area.
In order to promptly respond to stakeholder appeals to the Company, the information resource “Unified Hotline” has been created. The subject of communications covers a wide range of issues related to the various activities of MTS and its subsidiaries. A single hotline enables all stakeholders to receive comprehensive information on topics of interest.
The list of the main stakeholders of MTS PJSC includes shareholders, investors, employees, customers / subscribers, mass media, the state, local communities, business.
In case of questions related to MTS activities, investors may contact the services on interaction with shareholders and relations with investors.