CAPITAL, SHARES AND DIVIDENDS

Capital movements for the year
(changes in the number of entities that have the right to directly or indirectly control at least 5% of the votes attributable to the voting shares of the Company), %

During the reporting year, the share of Ericaria Holdings Limited in the Company’s charter capital decreased from 73.5058% to 63.5058%.

In the reporting year, Weridge Investments Limited acquired a share in the Company’s charter capital in the amount of 9.9999%.

In the reporting year, the share of MS CE Retail GmbH in the Company’s charter capital decreased from 15% to 0%.

In the reporting year, Media-Saturn-Holding GmbH acquired a 15% share in the Company’s charter capital.

Information on the total number of Company shareholders

The total number of persons with non-zero balances in personal accounts registered in the register of Company shareholders, as of the date of the end of the reporting year: 19 .

The total number of nominee Company shareholders: one.

The total number of individuals included in the last list of persons who had (have) the right to participate in the General Meeting of Shareholders of the Company (another list of individuals is drawn up for the purpose of exercising (implementing) rights to the shares of the Company and for the compilation of which nominal shareholders of the Company provided data on persons in whose interests they owned (own) shares of the Company): 20,155.

The date of compilation of the list of persons included in the last list of persons who had (at present or in the past) the right to participate in the General Meeting of Shareholders of the Company (another list of persons drawn up for the purpose of exercising rights to the shares of the Company and for which nominee holders shares of the Company provided data on persons in whose interests they own (at present or in the past) shares of the Company): December 4, 2020.

Holders of ordinary Company shares that were to be included in such a list: 20,155.

The Company’s executive bodies declare that the Company does not possess any information about the existence of ownership interests in shares exceeding 5%, in addition to those already disclosed by the Company.

The Company has no information about the acquisition / possible acquisition by certain shareholders of a degree of control disproportionate to their participation in the Company’s equity, including on the basis of shareholder agreements or due to the presence of common and preferred shares with different nominal values.

PJSC M.video charter capital

The charter capital of PJSC M.video is RUB 1,797,682,270. The charter capital is formed by the placing of 179,768,227 ordinary registered nondocumentary shares with a par value of RUB 10 each among shareholders. The Company’s charter capital has been paid in full.

Information on PJSC M.video securities

Shares included in the main Russian stock indexes:

• Moscow Exchange SMID Index (MCXSM)
• Moscow Exchange Broad Market Index (MOEXBMI)
• Moscow Exchange Consumer Sector Index (MOEXCN)
• RTS Consumer Sector Index (RTScr)
• RTS SMID Index (RTSSM)
• RTS Broad Market Index (RUBMI)

Code assigned to the shares of PJSC M.video

Trade of shares

In 2020, the shares of PJSC M.video showed a steady upward trend: the price growth amounted to 34.4% from the beginning of the year. On October 27, the day of the announcement of successful results for the third quarter, the Group’s shares reached an all-time high of RUB 775 per share on the Moscow Exchange. The liquidity of the shares also increased: in November, the average daily trading volume (ADTV) reached a record RUB 267 million, breaking the previous October record of RUB 242 million.

Market capitalization

Report on the declared and paid-out dividends on Company shares

Category of the shares : ordinary shares.

Individual state registration number of the securities issue/ISIN: 1-02-11700-A.

Date of state registration : August 23, 2007.

The dividend policy is an important factor in terms of the Group's investment case; it is necessary to take into account both the need to finance the long-term growth of the Company and the desire to balance the interests of key stakeholders and shareholders.

In February 2021, the Group's Board of Directors approved a new dividend policy, according to which:

• Recommendations from the Board of Directors on dividends will be determined by a ratio of net debt under IAS 17 to EBITDA under IAS 17 at or less than 2.0x at the end of the previous reporting year;
• If the ratio of the company’s IAS 17 net debt to IAS 17 EBITDA at the end of the previous reporting year is higher than 2.0x then the amount of dividend payments will be determined by the Board of Directors taking relevant factors and solutions into account at the time of adoption;
• The Company intends to pay out dividends twice a year. The Group plans to pay the first dividends under the new policy based on the results of operations for 2020, taking into account the payment of interim dividends in December 2020 in the amount of RUB 5.4 billion, which corresponded to 100% of the consolidated net profit² under IAS 17 for the six months ending on June 30, 2020.

The new dividend policy reflects the Company’s focus on capital distribution and regular dividend payments to shareholders. The policy fully takes into account the company’s capital structure and its capital expenditure needs, including all new strategic initiatives and further digital transformation, and also provides flexibility to ensure financial stability in the implementation of the new strategy. At the same time, the new policy provides a more transparent mechanism for investors to assess potential dividend income.

History of dividend payments on shares of PJSC M.video

Reporting period	Total amount of the declared dividend, RUB	Amount of the declared dividend per share, RUB	Declared dividend's share of net profit, %	Total amount of the paid-out dividend, RUB	Governing body that made the resolution, date of the resolution, date and number of the minutes of Meeting (session) of the governing body where such resolution was made
2012 and 9M 2013	2,480,801,532.6	13.8	31.01	2,480,801,532.6	General Meeting of Shareholders Date of the resolution: December 11, 2013 Date of the minutes: December 13, 2013 Minutes No. 17
2013	3,595,364,540	20	73.86	3,595,364,540	General Meeting of Shareholders Date of resolution: June 17, 2014 Date of the minutes: June 20, 2014 Minutes No. 18
9M 2014	4,494,205,675	25	98.34	4,494,205,675	General Meeting of Shareholders Date of resolution: 05.12.2014 Date of the minutes:08.122014 Minutes No. 19
2014	4,853,742,129	27	53	4,853,742,129	General Meeting of Shareholders Date of resolution: December 5, 2014 Date of the minutes: December 8, 2014 Minutes No. 19
2015	3,595,364,540	20	99.86	3,595,364,540	General Meeting of Shareholders Date of resolution: June 20, 2016 Date of the minutes: June 23, 2016 Minutes No. 21
2016	General Meeting of Shareholders held on June 5, 2017 (Minutes No. 22 of June 8, 2017), decided not to pay dividends for 2016.
2017	General Meeting of Shareholders held on June 29, 2018 (Minutes No. 26 of July 2, 2018), decided not to pay dividends for 2017.
2018	General Meeting of Shareholders held on June 26, 2019 (Minutes No. 28 of June 28, 2019), decided not to pay dividends for 2018.
9M 2019	5,998,865,734.99	33.37	97.83	5,998,865,734.99	General Meeting of Shareholders Date of resolution: December 3, 2019 Date of the minutes: December 3, 2019 Minutes No. 29
2019	5,393,046,810	30.00	39.07	5,393,046,810	General Meeting of Shareholders Date of resolution: November 9, 2020 Date of the minutes: November 10, 2020 Minutes No. 31

Increasing free float and expanding the shareholder base

On March 12, 2021, M.Video–Eldorado Group announced the successful completion of a secondary public offering (SPO), which increased the Company’s free float to 24%. The SPO offered 24,279,174 shares of PJSC M.video, which were sold by Ericaria Holdings Limited at a price of RUB 725.00 per share.

Credit ratings

In March 2020, the RAEX rating agency (Expert RA) confirmed the credit rating of PJSC M.video at ruA- with a positive outlook. The diversity of the Group's revenues from various regions and its strong and competitive position had a positive impact on the rating.

The agency also positively assessed the Company’s corporate risks due to the high quality of strategic support, risk management and corporate governance. In addition, the publication of information on material facts pertaining to the company’s activities and the disclosure of annual and quarterly reports in the public domain characterize a high level of information transparency on the part of the Company.

In March 2021, the Analytical Credit Rating Agency (ACRA) assigned PJSC M.video a credit rating of A+(RU) with a stable outlook. According to ACRA, the A+(RU) rating was based on the Company’s strong market position and its highly rated business profile.

ACRA experts pointed to the Company’s high level of corporate governance associated with the successful implementation of the Company’s business development strategy and its well-established management practices. The agency highlighted the regulated risk management procedures enabling the Company to minimize the major types of risk. ACRA noted the Company’s high degree financial transparency.

Interaction with shareholders and investors

One of the Group's priorities is open and transparent relations with investors and shareholders based on applicable legislation and generally accepted world practice. Among the main features of this interaction are:

1. Providing direct access to the investment community:
   • Focus on direct searches and engagement using digital platforms
   • Joining the Closir platform for a digital IR experience:
     • Access to a wide investment audience
     • Roadshow planning
     • IR calendaring and other administrative benefits
2. Focusing on the online channel:
   • Increased focus on the disclosure of online business metrics
3. Coverage of ESG factors:
   • Approval of the Group’s sustainability strategy
   • A “we care” approach, which is supported by management and shareholders
4. Transparency and accountability:
   • New disclosure tools to be introduced in the second half of 2020
   • Launch of a new corporate website

Key achievements of the Group in the area of relationships with investors and shareholders

Key 2020 events in terms of interaction with the investment community

Material or interested party transactions

Lists of transactions made and approved in 2020 and recognized under the Federal Law on Joint-Stock Companies as material or interested party transactions could be found in the Annexes to the Annual Report (in Russian).

^{1 Last trading day of the year.
2 Net Profit adjusted for profits/(losses) in associates and joint ventures.}