{"id":165,"date":"2024-01-01T10:35:45","date_gmt":"2024-01-01T07:35:45","guid":{"rendered":"https:\/\/ar2022.mts.ru\/?page_id=165"},"modified":"2024-08-05T23:26:56","modified_gmt":"2024-08-05T20:26:56","slug":"capital-and-securities","status":"publish","type":"page","link":"https:\/\/ar2023.mts.ru\/en\/corporate-governance\/capital-and-securities\/","title":{"rendered":"Capital and Securities"},"content":{"rendered":"\n

Share Capital<\/h2>\n\n\n\n
\n

The authorized capital of the Company comprises<\/p>\n\n\n\n

199,838,157.50 RUB<\/p>\n\n\n\n

and is divided into 1,998,381,575 ordinary shares with par value of 0.1 rubles each. No preferred shares were placed.<\/p>\n<\/div>\n\n\n\n

Placed and Authorized Shares of MTS PJSC as of December 31, 2023<\/h4>\n\n\n\n
Share categories (types)<\/th>Quantity (pcs.)<\/th>Par value per share (RUB)<\/th><\/tr><\/thead>
Placed shares<\/td><\/tr>
Ordinary shares<\/td>1,998,381,575<\/td>0.1<\/td><\/tr>
Voting shares<\/td>1,998,381,575<\/td>0.1<\/td><\/tr>
Preferred shares<\/td>0<\/td>0<\/td><\/tr>
Authorized shares<\/td><\/tr>
Ordinary shares<\/td>100,000,000<\/td>0.1<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n

Information about the Persons Owning Shares, Disposing of Votes by Shares, Beneficiaries by Shares of MTS PJSC as of December 31, 2023<\/h4>\n\n\n\n
 <\/th>Number of ordinary shares<\/th>Share of authorized capital<\/th><\/tr><\/thead>
Sistema PJSFC11<\/sup><\/td>841,019,563<\/td>42.09%<\/td><\/tr>
MGTS PJSC22<\/sup><\/td>5,452,327<\/td> 0.27%<\/td><\/tr>
Stream Digital LLC2<\/sup><\/td>87,245,832<\/td>4.37%<\/td><\/tr>
Bastion LLC2<\/sup><\/td>27,152,863<\/td>1.36%<\/td><\/tr>
MTS PJSC<\/td>38,664,702<\/td>1.93%<\/td><\/tr>
Shares in free circulation<\/td>998,846,288<\/td>49.97%<\/td><\/tr>
Total<\/td>1,998,381,575<\/td>100%<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n

1<\/sup> The stake of Sistema PJSFC also includes the stake of its subsidiary Sistema Telecom Assets LLC (11.03% shares of MTS PJSC).<\/p>\n\n\n\n

2<\/sup> MGTS PJSC, Stream Digital LLC and Bastion LLC are MTS PJSC subsidiaries.<\/p>\n\n\n\n

Information on the Number of Shareholders<\/h4>\n\n\n\n

Total number of persons registered in the shareholders\u2019 register of the issuer as of the end of Q4 2023: 985.<\/p>\n\n\n\n

Total number of persons included in the list of persons entitled to exercise (implement) their rights to shares of MTS PJSC compiled last (as of April 26, 2023) and for compilation of which nominal holders of shares of the issuer presented data on the persons, to the benefit of whom they owned (own) the shares of MTS PJSC: 524,529.<\/p>\n\n\n\n

For updated information about the shareholder capital structure visit the Company\u2019s website<\/a><\/p>\n\n\n\n

Information about securities<\/h2>\n\n\n\n

Shares<\/h3>\n\n\n\n

The shares of MTS PJSC are circulated on the leading Russian platform \u2013 Moscow Stock Exchange (MOEX: MTSS).<\/p>\n\n\n\n

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2000<\/strong><\/mark><\/h6>\n\n\n\n

Tier 3 American Depositary Receipts (ADR) of MTS are circulated on the New York Stock Exchange (NYSE: MBT)<\/p>\n<\/div>\n\n\n\n

\n
October 3, 2003<\/h6>\n\n\n\n

The shares of MTS PJSC were included in the list of non-listed securities of the Moscow Interbank Currency Exchange<\/p>\n<\/div>\n\n\n\n

\n
December 2003<\/h6>\n\n\n\n

The shares of MTS PJSC were included in \u201cB\u201d quotation list at MICEX<\/p>\n<\/div>\n<\/div>\n\n\n\n

\n
\n
October 2010<\/h6>\n\n\n\n

The shares were traded in \u201cA1\u201d quotation list<\/p>\n<\/div>\n\n\n\n

\n
June 2014<\/h6>\n\n\n\n

The shares of MTS PJSC were traded at the first level of MICEX securities list<\/p>\n<\/div>\n\n\n\n

\n
August 8, 2022<\/h6>\n\n\n\n

MTS depositary receipts got delisted from the New York Stock Exchange<\/p>\n<\/div>\n<\/div>\n\n\n\n

Federal Law No. 114-FZ dated April 16, 2022 obliged Russian companies to terminate their foreign depositary receipt programs, except for the cases when the company obtained permission to continue the program from the Government Commission for Control of Foreign Investments in the Russian Federation. In May 2022, MTS applied for permission to the Government Commission, which allowed MTS ADRs to continue circulation outside of Russia until July 12, 2022 inclusive. Against the background of the closure of the ADR program, MTS depositary receipts have been delisted from the New York Stock Exchange since August 8, 2022.<\/p>\n\n\n\n

The Company\u2019s issued and placed shares are ordinary shares of the same par value.<\/p>\n\n\n\n

An ordinary shares of MTS PJSC fixes for its owner (shareholder) a given amount of property rights, including the right to participate in the Company\u2019s management, the right to obtain a portion of Company\u2019s profits in the form of a dividend as well as the right to obtain a portion of the property left after Company\u2019s liquidation.<\/p>\n\n\n\n

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MTS PJSC Price and Capitalization Dynamics<\/h4>\n\n\n\n

Trading Platform: MOEX (Moscow), Issuer Code: MTSS<\/p>\n\n\n\n

\"\"<\/figure>\n<\/div>\n<\/div>\n\n\n\n

Price and volume of shares of MTS PJSC (RUB), 2023<\/h4>\n\n\n\n
MOEX<\/th>Price (RUB)<\/th><\/tr><\/thead>
Minimum share price<\/td>235<\/td><\/tr>
Maximum share price<\/td>348.9<\/td><\/tr>
Average daily trade volume (mln units)<\/td>3.45<\/td><\/tr>
Price as of December 31, 2023<\/td>248.45<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n

Information<\/a> about the current quotation lists and transaction prices<\/p>\n\n\n\n

Dividends and Share Repurchase Program<\/h2>\n\n\n\n

Dividend Payment in 2023<\/h3>\n\n\n\n

In May 2023, the Board of Directors recommended that shareholders approve the payment of dividends at the AGM in the amount of RUB 34.29 per share (a total of RUB 67.2 billion), the shareholders made the corresponding decision in June 2023. The date on which persons entitled to receive dividends based on the results of 2022 were determined is June 29, 2023.<\/p>\n\n\n\n

In accordance with the applicable Russian legislation, ADR holders get the right to dividends only upon conversion of depositary receipts into ordinary shares of MTS PJSC. As part of the depository agreement, the guaranteed period for converting ADRs into ordinary shares of MTS PJSC ended on January 12, 2023 (inclusive), and, according to our understanding, the depository may continue converting ADRs into ordinary shares and\/or sell the unconverted shares to distribute the funds received among the ADR holders.<\/p>\n\n\n\n

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Dividends and buyback1<\/sup><\/h4>\n\n\n\n

RUB bln<\/p>\n\n\n\n

\"\"<\/figure>\n\n\n\n

1<\/sup> Dividend payment includes dividends paid on quasi-treasury stock. The amounts may vary due to rounding of individual digits.<\/p>\n<\/div>\n\n\n\n

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Amount of dividend per ordinary share<\/h4>\n\n\n\n

RUB<\/p>\n\n\n\n

\"\"<\/figure>\n<\/div>\n<\/div>\n\n\n\n
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67.2 RUB bln<\/p>\n\n\n\n

Total declared dividends in\u00a02023<\/p>\n<\/div>\n\n\n\n

More detailed information on payment of dividends is available on the MTS website<\/a><\/p>\n\n\n\n

Bonds<\/h2>\n\n\n\n

MTS PJSC is one of the largest issuers of corporate bonds in Russia. The Company uses the funds from bonds\u2019 placement for debt portfolio refinancing and implementation of its investment program.<\/p>\n\n\n\n

Issues\/Repurchase of Bonds in 2023<\/h4>\n\n\n\n
RUB 20 billion<\/td>Issue of 001R-24 exchange-traded bonds with the circulation period of 2 years<\/td><\/tr>
RUB 5 billion<\/td>Issue of 001R-25 exchange-traded bonds with the circulation period of 2.5 years<\/td><\/tr>
RUB 25 billion<\/td>Issue of 002R-01 exchange-traded bonds with the circulation period of 4 years<\/td><\/tr>
RUB 13.5 billion<\/td>Issue of 002R-02 exchange-traded bonds with the circulation period of 5 years<\/td><\/tr>
RUB 3 billion<\/td>Issue of Digital People\u2019s Bonds with the circulation period of 3 years<\/td><\/tr>
RUB 15 billion<\/td>Bonds of series 001R-12 were fully redeemed<\/td><\/tr>
RUB 10 billion<\/td>Bonds of series BO-01 were fully redeemed<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n

Detailed information on previous bond issues can be found on the websites<\/p>\n\n\n\n

https:\/\/ir.mts.ru\/investors\/debt\/bond<\/a><\/p>\n\n\n\n

http:\/\/www.disclosure.ru\/issuer\/7740000076\/<\/a><\/p>\n\n\n\n

Issue of Bonds in 2023<\/h4>\n\n\n\n
Issuer<\/th>Mobile TeleSystems Public Joint Stock Company<\/th><\/tr><\/thead>
Security type<\/td>Exchange-traded bonds, interest-bearing, non-convertible, uncertificated, held in collective safe custody, series 001R-24<\/td><\/tr>
Coupon<\/td>1\u20138 coupons \u2013 9.05% p.a.<\/td><\/tr>
Placement price<\/td>100%<\/td><\/tr>
Issue currency<\/td>Ruble<\/td><\/tr>
Issue amount<\/td>20,000,000,000<\/td><\/tr>
Placement date<\/td>23.03.2023<\/td><\/tr>
Date of maturity<\/td>20.03.2025<\/td><\/tr>
ISIN Reg No<\/td>RU000A105ZP8<\/td><\/tr>
Offer<\/td>–<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n
Issuer<\/th>Mobile TeleSystems Public Joint Stock Company<\/th><\/tr><\/thead>
Security type<\/td>Exchange-traded bonds, interest-bearing, non-convertible, uncertificated, series 002R-02<\/td><\/tr>
Coupon<\/td>1\u201320 coupons \u2013 Ruonia + 1.25% p.a.<\/td><\/tr>
Placement price<\/td>100%<\/td><\/tr>
Issue currency<\/td>Ruble<\/td><\/tr>
Issue amount<\/td>13,500,000,000<\/td><\/tr>
Placement date<\/td>22.11.2023<\/td><\/tr>
Date of maturity<\/td>15.11.2028<\/td><\/tr>
ISIN Reg No<\/td>RU000A1078S8<\/td><\/tr>
Offer<\/td>–<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n
Issuer<\/th>Mobile TeleSystems Public Joint Stock Company<\/th><\/tr><\/thead>
Security type<\/td>Exchange-traded bonds, interest-bearing, non-convertible, uncertificated, held in collective safe custody, series 001R-25<\/td><\/tr>
Coupon<\/td>1\u201310 coupons \u2013 9% p.a.<\/td><\/tr>
Placement price<\/td>100%<\/td><\/tr>
Issue currency<\/td>Ruble<\/td><\/tr>
Issue amount<\/td>5,000,000,000<\/td><\/tr>
Placement date<\/td>05.06.2023<\/td><\/tr>
Date of maturity<\/td>01.12.2025<\/td><\/tr>
ISIN Reg No<\/td>RU000A106BQ5<\/td><\/tr>
Offer<\/td>–<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n
Issuer<\/th>Mobile TeleSystems Public Joint Stock Company<\/th><\/tr><\/thead>
Security type<\/td>Uncertificated interest-bearing bonds, series 001-01<\/td><\/tr>
Coupon<\/td>1\u201312 coupons \u2013 11% p.a.<\/td><\/tr>
Placement price<\/td>100%<\/td><\/tr>
Issue currency<\/td>Ruble<\/td><\/tr>
Issue amount<\/td>3,000,000,000<\/td><\/tr>
Placement date<\/td>11.09.2023<\/td><\/tr>
Date of maturity<\/td>07.09.2026<\/td><\/tr>
ISIN Reg No<\/td>RU000A106VD1<\/td><\/tr>
Offer<\/td>The obligation of the Issuer to purchase Bonds at the request of their owner(s) is provided for<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n
Issuer<\/th>Mobile TeleSystems Public Joint Stock Company<\/th><\/tr><\/thead>
Security type<\/td>Exchange-traded bonds, interest-bearing, non-convertible, uncertificated, series 002R-01<\/td><\/tr>
Coupon<\/td>1\u201316 coupons \u2013 Ruonia + 1.25% p.a.<\/td><\/tr>
Placement price<\/td>100%<\/td><\/tr>
Issue currency<\/td>Ruble<\/td><\/tr>
Issue amount<\/td>25,000,000,000<\/td><\/tr>
Placement date<\/td>31.10.2023<\/td><\/tr>
Date of maturity<\/td>26.10.2027<\/td><\/tr>
ISIN Reg No<\/td>RU000A1075E4<\/td><\/tr>
Offer<\/td>–<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n

Interaction with Shareholders and Investors<\/h2>\n\n\n\n

One of the key objectives of MTS is to maintain strong and trust-based relations with shareholders and investors, based on direct dialogue in accordance with applicable legislation and best practices.<\/p>\n\n\n\n

The Company has an efficient information disclosure system that complies with the requirements of listing rules on the Moscow Exchange. Following the principle of general availability, the Company publishes notices of material events on various platforms, including the Russian Information Agency<\/a> (news feed), as well as on its official website in Russian<\/a> and in English<\/a>. On December\u00a028, 2023, the Company announced its decision to cancel registration of its ordinary shares and American Depositary Shares (each representing two ordinary shares) \u201cADSs\u201d) and terminate its reporting obligations to the US Securities and Exchange Commission by filing Form 15F with the SEC. Once Form 15F was filed, the obligation of the Company to file periodic reports with the Commission was immediately suspended. The obligation to file periodic reports with the Securities and Exchange Commission ceased in full, when the cancellation of registration became effective (90 days after the filing of Form 15F).<\/p>\n\n\n\n

MTS also posts other information on its official website. The \u201cFor Investors and Shareholders\u201d<\/a> section includes internal corporate documents, annual reports, sustainability reports, materials for shareholder meetings, information on the registrar and auditor, information on dividend policies, financial statements under IFRS and RAS, quarterly disclosures of MTS Group results in the form of a press release and presentation, instructions on the ADR program termination and conversion of depositary receipts into ordinary shares.<\/p>\n\n\n\n

In 2023, the MTS IR team issued more than 35 press releases and blog posts, took part in conferences organized by investment banks, as well as analytical community for retail investors.<\/p>\n\n\n\n

Interaction with shareholders and investors is constantly being improved by the company\u2019s management and investor relations team. The company continuously analyzes the best practices of other organizations and monitors changes in legislation in the field of corporate governance.<\/p>\n\n\n\n

Should any questions related to MTS activities arise, investors may contact the services for interaction with shareholders and investor relations.<\/p>\n\n\n\n

Contact Information for Investors and Shareholders<\/h3>\n\n\n\n
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Corporate Governance Department of MTS PJSC:<\/h4>\n\n\n\n

Phone: +7 (495) 911 6555.
Fax: +7 (495) 911 6569.
E-mail: shareholder@mts.ru<\/a><\/p>\n<\/div>\n\n\n\n

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Investor Relations Department, MTS PJSC:<\/h4>\n\n\n\n

Phone: +7 (495) 223 2025.
E-mail: ir@mts.ru<\/a><\/p>\n<\/div>\n<\/div>\n\n\n\n

Investor\u2019s Calendar for 2024<\/h3>\n\n\n\n

The investor\u2019s calendar is posted on the MTS website<\/a><\/p>\n\n\n\n

Issues of Interest for Investors in 2023<\/h3>\n\n\n\n

Macroeconomic matters<\/h4>\n\n\n\n
    \n
  • Main macroeconomic parameters and their impact on the Company\u2019s business.<\/li>\n<\/ul>\n\n\n\n

    Industrial matters<\/h4>\n\n\n\n
      \n
    • Competitive environment.<\/li>\n\n\n\n
    • Pricing policy.<\/li>\n\n\n\n
    • Telecom industry support measures.<\/li>\n\n\n\n
    • Procurement of equipment.<\/li>\n<\/ul>\n\n\n\n