Share Capital
and divided into 87,876,649 ordinary shares with a par value of RUB 100 each
The Company's shares are listed on the Moscow Exchange (MOEX).
The Company did not issue any new shares in 2023. The Company has no preference shares.
Information on securities
As of 31 December 2023, the Company's capitalisation according to Moscow Exchange PJSC was- Stock code (ticker) of the Company: AQUA
- State registration number: 1–01–04461‑D
- Listing date: 16 April 2010
- Quotation list: second
- Lot: 1 share
The Company's shareholder register as at 31 December 2023 with non‑zero balances on personal accounts includes:
legal entities
individual persons
As of 31 December 2023, more than 17% of the Company's shares are in free float as defined by the criteria of Moscow Exchange PJSC.
There is no information in the Company that certain shareholders may acquire a degree of control disproportionate to their shareholding in the Company, whether as a result of shareholder agreements or otherwise.
Bonds
As of 31 December 2023, the Company's only outstanding bond issue was Series 001P‑01.
Type of security: exchange‑traded interest‑bearing n
State registration number: 4B02–01–04461‑D‑001P dated 2 March 2021
Issue amount: RUB 3 billion
Par value: RUB 1,000
Maturity: three years
Coupon rate: 9.5% p.a.
Date of placement: 10 March 2021
Maturity date: 6 March 2024
Offer: INARCTICA NW LLC
Following the reporting date, the Company placed a new issue of Series 002P‑01 bonds with the following parameters:
Type of security: exchange‑traded interest‑bearing n
State registration number: 4B02–01–04461‑D‑002P dated 22 February 2024
Issue amount: RUB 3 billion
Par value: RUB 1,000
Maturity: three years
Coupon rate: 14.25% p.a.
Date of placement: 1 March 2024
Maturity date: 26 February 2027
Offer: not applicable
Shareholder Engagement
INARCTICA PJSC is a public company compliant with the requirements of Bank of Russia Regulations No. 714‑P dated 27 March 2020 on Disclosure of Information by Issuers of Equity Securities and strives for the highest degree of information transparency.
For shareholders, investors and other interested parties, the Company's official website is available, which contains information on the Company's activities, its internal documents, financial statements and presentations, issuer reports, materials for General Meetings of Shareholders and reports on voting results at General Meetings, a link to the Corporate Information Disclosure Centre, Regulations on Dividend Policy and dividend payment history, biographies of the Company's management bodies and shareholder structure.
The Company's website also provides contact details for the Moscow and Murmansk offices, and the Corporate Secretary's contact details.
During 2023, the Company received requests from shareholders for documents and information about the Company's operations and did not refuse its shareholders the opportunity to review this information at the Company's office. Throughout the year, the Company answered investor questions on its ongoing operations.
On Compliance with the INARCTICA Information Policy
The Company's management seeks to continuously improve the quality, completeness and regularity of the disclosures on the activities of the Company and its subsidiaries.
In the first half of 2023, Resolution No. 351 dated 12 March 2022 “On Peculiarities of Disclosure and Provision in 2022 of Information Subject to Disclosure and Provision in Accordance with the Requirements of the Federal Law “On Joint Stock Companies” and the Federal Law “On the Securities Market” and peculiarities of insider information disclosure in accordance with the requirements of the Federal Law “On Combating Illegal Use of Insider Information and Market Manipulation and on Amendments to Certain Legislative Acts of the Russian Federation” adopted by the Government of the Russian Federation, which allowed issuers of securities to significantly limit public disclosure of information about their activities.
Since July 2023, a new Decree of the Government of the Russian Federation No. 1102 dated 4 July 2023 has come into effect, which established the cases in which issuers of securities are entitled to disclose information in a limited amount and/or scope.
In accordance with this Decree, the Company did not disclose information on persons in its management bodies and transactions with sanctioned persons.
In August 2023, the Company disclosed financial and accounting statements for 2021, 2022 and the first half of 2023, issuer reports and lists of affiliates.
Notwithstanding the restrictions on disclosure of information, the Company has not refused to provide documents and information to shareholders, provided that it receives their written requests for documents, a statement on the Company's shareholding account and a confidentiality agreement is signed.
In 2024, the Company will further seek to enhance its information transparency and plans to keep communicating with shareholders and investors.
- The Company expanded the scope of information disclosed. The Company currently discloses substantially all information required by Russian law, except for information on sanctioned persons and transactions with them.
- In preparation for the Secondary Public Offering (SPO), the Company's management participated in the 21st investor conference call and three conference calls to discuss financial results for the first nine months of 2023.
- The Company resumed the publication of the consolidated financial results of the INARCTICA Group.
- On 12 October 2023, the Company's shares were transferred from the second quotation list to the first quotation list of the Moscow Exchange.
- The Company released its debut Sustainability Report.
- Together with Tinkoff Bank, the Company released a video on how Inarctica's business is structured under the project called “Let's Go Sort It Out”:
- The Company regularly updates its VK and Telegram accounts and responds to inquiries from interested parties there
- The Company remains in compliance with the recommendations of the Corporate Governance Code of the Bank of Russia and informs shareholders about General Shareholders' Meetings on the official website of INARCTICA PJSC and on the page of the Corporate Information Disclosure Centre 30 days prior to the date of the meetings, which corresponds to the best practices of corporate governance and information disclosure
- To maintain the securities in the Moscow Exchange's quotation lists, the Company updated the issuer questionnaire on a quarterly basis and provided reports on compliance with corporate governance standards, as well as other information and documents in accordance with the Listing Rules of the Moscow Exchange and requirements of Russian law and the Bank of Russia (for example, monthly submission of insider lists at the request of the Moscow Exchange).
- The Company regularly informed employees about the main events in its operations, development prospects, and management decisions taken
- The Company endeavours to respond as quickly as possible to requests and letters received from public authorities and administrations
The management of INARCTICA PJSC considers proper disclosure of information as one of the most important tools for building long‑term relations of trust between the Company and its shareholders, contributing to the growth of the Company's capitalisation and attraction of capital, as well as maintaining the confidence of stakeholders in the Company.
Ratings and rankings
The Analytical Credit Rating Agency (ACRA JSC) upgraded the Company's rating from “A‑(RU)”, outlook Positive to “A(RU)”, outlook Stable. The rating was upgraded on the back of an improved market position due to an increased market share in the aquaculture production of Atlantic salmon, sea trout and lake trout in both monetary and volume terms.
National Credit Ratings Limited Liability Company (NCR LLC) also upgraded the Company's 2023 rating from “A‑.ru”, outlook Positive to “A.ru”, outlook Stable.
Dividend Policy
The Regulations on Dividend Policy of the Company outline the key principles for ensuring the transparency of the mechanism for determining the amount of dividends and their payouts, informing shareholders and other interested parties about the Company's dividend policy, determining the procedure for adopting decisions on the payment (declaration) of dividends, the conditions for their payment, the calculation procedure, and the Company's liability for non‑payment of dividends.
Dividend Payout Conditions
The Company pays dividends when net profit, as determined from RAS accounting (financial) statements, and provided that the Net Debt/EBITDA ratio does not exceed 3.5x.
The Company has the right to decide to pay an interim dividend on shares, provided that the payment does not require debt financing and/or the payment will not result in decline in credit standing of the Company and/or a failure to implement the Company's investment programme.
The recommended amount of dividend payout is determined by the Company's Board of Directors based on financial performance. The final decision on the amount of the dividend is taken by the General Meeting of Shareholders of the Company.
Dividend payouts in 2023
In 2023, the Company paid dividends three times: for the three months of 2023 (decision by the extraordinary General Meeting of Shareholders on 30 June 2023), for the six months of 2023 (decision by the extraordinary General Meeting of Shareholders on 12 September 2023) and for the nine months of 2023 (decision by the extraordinary General Meeting of Shareholders on 29 November 2023).
Dividend payouts to shareholders whose rights to shares are accounted for by a nominee holder are made through this nominee holder. On instructions from the Company, dividends to shareholders whose rights to shares are recorded in the stock register are sent through postal order through Russian Post JSC.
According to para. 9, Article 42 of Federal Law No. 208‑FZ dated 26 December 1995 on Joint Stock Companies, a person who has not received the declared dividends because the Company or the registrar does not have accurate and necessary address data or bank details or is otherwise overdue by the lender, has the right to demand payment of unclaimed dividends within three years of the date on which the decision to pay them was made.
Taxation of dividends
Dividends paid out are taxed in accordance with the procedure stipulated by the current legislation of the Russian Federation (Chapter 23 “Personal Income Tax” and Chapter 25 “Corporate Profit Tax” of the Tax Code of the Russian Federation).
Dividends paid to Russian taxpayers are subject to income tax at the rate of 0 or 13%Subpara. 1–2, para. 3, Art. 284 of the Tax Code of the Russian Federation., while dividends paid to foreign organisations are subject to income tax at the rate of 15%Subpara. 3, para. 3, Art. 284 of the Tax Code of the Russian Federation. subject to the provisions of international tax treaties of the Russian Federation. The tax rate on dividends for resident individuals is 13% for income up to RUB 5 million and 15% for income over RUB 5 million per calendar yearPara. 1, Art. 224 of the Tax Code of the Russian Federation, para. 3, Art. 2 of Federal Law No. 372-FZ dated 23 November 2020 on Amendments to Part Two of the Tax Code of the Russian Federation as regards taxation of personal income exceeding RUB 5 million in a tax period)., for non‑resident individuals – 15%Subpara. 2, para. 3, Art. 224 of the Tax Code of the Russian Federation..
Share Buyback
A new RUB 1 billion share buyback programme was approved by the Company's Board of Directors in June 2023. It will run until 31 December 2024, or until the maximum amount of cash allotted to the programme is used, whichever comes first.
The shares are bought back from the stock exchange by INARCTICA's subsidiary, INARCTICA NW LLC.
The INARCTICA Group plans to use the buyback shares for general corporate purposes, including a long‑term employee motivation programme.
Registrar
The registrar of INARCTICA PJSC is Independent Registrar Company — R.O.S.T. (IRC‑R.O.S.T. JSC).
Address: 18 Stromynka St., Bldg. 5B, 107076, Moscow
Tel.: +7 (495) 780-73-63; +7 (495) 989-76-50
Email: info@rrost.ru
Official website: https://rrost.ru/
IRC‑R.O.S.T. JSC provides the Company's shareholders with the opportunity to connect to the Shareholder's Personal Account service using a confirmed account on the State Services portal (Gosuslugi). The personal account of a shareholder can be used to fill in the e‑form of a voting ballot at general meetings of shareholders, to receive an extract from the register of shareholders as soon as possible and to carry out transactions with shares.
Contact details for investors and shareholders
Deputy Chief Executive Officer
Andrey Baranov
Address: 4 Belovezhskaya St., 121353, Moscow, Russia
Tel.: +7 (495) 258–99–28
Email: invest@inarctica.com
Corporate Secretary
Valeria Vasyutkina
Address: 4 Belovezhskaya St., 121353, Moscow, Russia
Tel.: +7 (495) 258–99–28
Email: corporate@inarctica.com
Depository
Name: Non‑banking credit organisation Joint Stock Company National Settlement Depository (NCO JSC NSD)
Address: 12 Spartakovskaya St., Moscow, 105066
Tel.: +7 (495) 234–48–27
Email: info@nsd.ru
Official website: https://www.nsd.ru