FAQ

• initiative of the Company’s Board of Directors;
• request of the Company’s Internal Audit Commission;
• request of the Company’s auditor;
• request of a shareholder(s) of the Company holding in aggregate no less than 10% of the Company’s voting shares on the date such a request is given.

Those entitled to participate in the General Meeting of Shareholders are the persons included in the list of persons entitled to participate in the General Meeting of Shareholders and persons whom the rights for shares of the abovementioned persons has been transferred to due to inheritance or reorganization, or their representatives acting on the basis of a power of attorney for voting or applicable law.

The list of persons entitled to participate in the General Meeting of Shareholders shall be drawn up on the basis of the Company’s share register.

The date for the compilation of the list of persons entitled to participate in the General Meeting of Shareholders (Record Date) shall be determined by the Company’s Board of Directors. The Record date shall not be fixed earlier than the date of adoption of a decision on conducting the General Meeting and later than 50 days prior to the date of the General Meeting (in case the agenda of the Extraordinary General Meeting of Shareholders contains an item on election of members of the Board of Directors - later than 80 days prior to the date of the General Meeting).

The quantity of votes of a shareholder is calculated on the basis of a proportion of “one voting share per one vote”, in exception of a cumulative voting when the members of the Company’s Board of Directors are elected. At cumulative voting the votes of each shareholder are multiplied by the number of persons to be elected to the Company’s Board of Directors, and the shareholder has the right to give the votes received thus completely for one candidate or to distribute them between two and more candidates. Candidates to the Company's Board of Directors with the greatest number of votes are considered elected.

According to the applicable Russian Law and the Company’s Charter, dividends shall be deemed a portion of the Company’s net profit to be distributed between its shareholders in proportion to the number of shares of a specific category and type exclusively on the basis of the General Meeting’s resolution based on recommendations of the Board of Directors.

The Board of Director’s recommendations adhere to the following key principals of the Company’s dividend policy:

• the Company shall pay dividends on an annual basis, the Company will endeavour to pay interim dividends provided that its current financial position is sustainable;
• the dividend payout will depend on the performance of PAO Severstal and its subsidiaries, i.e. it will vary with the amount of net profits and its free cash flow of PAO Severstal and its subsidiaries;

• in the medium term, the Company intends to declare dividends on a quarterly basis, so that the total annual dividend amount is equivalent to 100% of free cash flow of PAO Severstal and its subsidiaries for the respective reporting period determined on the basis of periodic consolidated financial statements of PAO Severstal and its subsidiaries prepared in accordance with International Financial Reporting Standards (“the Consolidated financial statements”), provided that the net debt/EBITDA ratio based on figures in the Consolidated financial statements is lower than 1.0х, the Company is allowed to make amendments as a result of seasonal fluctuations in working capital;
• should the net debt/EBITDA ratio, determined on the basis of the Consolidated financial statements, be lower than 0.5х, the amount of paid dividends can exceed 100% of free cash flow, based on the Consolidated financial statements for the respective reporting period;
• should the net debt/EBITDA ratio be higher than 1.0х, the Company shall move to a policy of paying dividends on a quarterly basis with an average amount for the results of a calendar year equivalent to 50% of free cash flow for the respective reporting period, determined on the basis of the Consolidated financial statements until the net debt/EBITDA ratio returns to 1.0х or below. 

In the event the shareholder sells his shares prior to the Record Date, the right to receive dividends is transferred to a new owner of the Company’s shares.

The list of persons entitled to receive dividends shall be determined as required by the applicable Russian law.

According to the applicable Russian law, the dividends shall be paid within the following timeframes and be based on the Record Date:

• within 10 (ten) business days to nominal holders and beneficial owners on the basis of the shareholder register who are professional securities market participants;
• within 25 (twenty-five) business days to other registered shareholders.

The share split-up has not changed the market value of shares owned by each shareholder of the Company.

Registrars are specialized organizations licensed by the Bank of Russia that record shareholders’ entitlements to shares of joint stock companies, based on articles and agreements between the company and said shareholders. These entitlements are recorded in the share register by the registrar, who keeps records in individual accounts for each shareholder. These individual accounts contain information about the shareholder and the number of shares they own.

In order to obtain an extract from the share register of PAO Severstal, the shareholder will need to refer to the registrar – LLC “PARTNER” at the following address: 162606, the Russian Federation, Vologda region, Cherepovets, Pobeda Prospect 22.

Information regarding shareholders and the number of shares recorded against their name is kept with the share register, LLC “PARTNER”, as the registrar of PAO Severstal is contractually obliged to manage this data. In such instances where the shareholder’s personal data changes, the following documents will need to be submitted to LLC “PARTNER” at: 162606, the Russian Federation, Vologda region, Cherepovets, Pobeda Prospect 22:

• The registered person will be required to complete a signed form, whereby the signature will need to be witnessed by an authorized employee of the registrar. Alternatively, the authenticity of the signature can be notarized. If the shareholder appears in person, the form is to be filled out by the registrar’s employee. The form can be submitted to the registrar by either the shareholder in person, or by his/her authorized representative on the basis of the power of attorney. However, note that the form cannot be signed by any other person (including on the basis of the power of attorney), since the form mandatorily contains the shareholder’s signature.
  
• A notarized copy of the ID document (the copy can be either notarized or certified by the registrar employee).
  

When submitting a request to the registrar or its affiliated offices (information about affiliated offices is available at the registrar’s official web-site on http://partner-reestr.ru), the shareholder will need to submit the following documents:

• Passport or any other document certifying shareholder’s identity
  
• Taxpayer Identification Number (INN)
  
• Insurance Individual Account Number (SNILS)
  
• Bank details, such as bank’s name, location, Bank Identification Code (BIK), Taxpayer Identification Number (INN), correspondent account number, current account or card account numbers of the shareholder.
  

If the shareholder’s last name has changed, the shareholder will need to submit to the registrar a document certifying the change (Marriage Certificate, Divorce Certificate, Name Change Certificate etc.) along with a new form. The registrar requires a notarized copy of the document certifying the name change, or alternatively a copy can be certified by the registrar’s employee if the original document is presented alongside it.

The registrar renders services on a fee-paying basis. Please refer to the registrar’s official web-site for more information (partner-reestr.ru).