Information for Shareholders and Investors
Share capital
As at 31 December 2018, PJSC Aeroflot’s charter capital amounted to RUB 1,110,616,299 and consisted of 1,110,616,299 ordinary registered uncertificated shares with a par value of RUB 1 each. The Company did not issue preferred shares.
State registration numbers of PJSC Aeroflot’s ordinary share issues are 73-1 p-5142 (dated 22 June 1995) and 1-02-00010-A (dated 1 February 1999). These issues were merged by Decree No. 04-168/r of the Federal Securities Commission of Russia dated 23 January 2004, following which the issues of PJSC Aeroflot ordinary shares were assigned state registration number 1-01-00010-A on 23 January 2004.
Note. Free float represents shares not owned by the state or partially state-owned companies, and not directly owned by the company, the Group’s subsidiaries or the Company’s management.
In addition to outstanding shares, the Company has the right to issue a further 250 million ordinary registered shares (authorised shares). No additional shares were issued in 2018.
The total number of PJSC Aeroflot’s shareholders as at 31 December 2018 was 11,074 (11,101 as at 31 December 2017), comprising mostly individuals.
PJSC Aeroflot’s register of shareholders is kept by IRC – R.O.S.T. Group of Companies (License No. 045-13954-000001, issued by the Bank of Russia). The register holder’s details are provided in the Contact Details appendix to this Annual Report.
Aeroflot’s History
| Holder | Status* | As at 31 December 2017 | As at 31 December 2018 | Change of shareholding, p.p. | ||
|---|---|---|---|---|---|---|
| number of shares | shareholding, % | number of shares | shareholding, % | |||
Legal entities, including |
1,053,301,607 | 94.84 | 1,053,635,279 | 94.87 | 0.03 | |
Russian Federation (represented by the Federal Agency for State Property Management) |
O | 568,335,339 | 51.17 | 568,335,339 | 51.17 | – |
National Settlement Depository as a nominee and other entities** |
N | 445,556,945 | 40.12 | 398,072,821 | 35.84 | (4.28) |
Treasury shares |
O | – | – | 47,817,796 | 4.31 | 4.31 |
Aviacapital-Service*** |
O | 22,688,599 | 2.04 | 22,688,599 | 2.04 | – |
RT-Business Development |
O | 16,720,724 | 1.51 | 16,720,724 | 1.51 | – |
Individuals**** |
O | 57,314,692 | 5.16 | 56,981,020 | 5.13 | (0.03) |
* O means “owner”; N means “nominee”.
** Does not include Aviacapital-Service’s stake held by a nominee.
*** Aviacapital-Service’s stake includes the stake held by a nominee.
**** Partially including the management and members of the Board of Directors of PJSC Aeroflot.
Shares
PJSC Aeroflot shares and depositary receipts are traded on the stock market. Ordinary shares are traded on the Russian market, while global depositary receipts (GDRs) and American depositary receipts (ADRs) are traded on foreign markets.
PJSC Aeroflot shares are traded on the Moscow Exchange, where as at 31 December 2018 they were included in the Level 1 Quotation List (MOEX: AFLT). Securities transactions are subject to the T+2 trading mode. PJSC Aeroflot shares are included in the main Russian stock indices: MOEX Russia Index, MICEX Broad Market Index (RUB and USD), MICEX Transport Index (RUB and USD), SMID Index (RUB and USD), RTS Index, and Equity sub-index.
Source: Bloomberg.
Source: Bloomberg.
Источник: Bloomberg.
| 2014 | 2015 | 2016 | 2017 | 2018 | |
|---|---|---|---|---|---|
| First trading day, RUB | 83.2 | 33.2 | 56.2 | 143.1 | 140.4 |
| High, RUB | 88.0 | 61.0 | 158.4 | 225.0 | 163.7 |
| Low, RUB | 29.9 | 32.5 | 50.4 | 137.0 | 91.6 |
| Last trading day, RUB | 32.2 | 56.1 | 152.9 | 138.5 | 101.2 |
As at 31 December 2018, PJSC Aeroflot’s market
capitalisation was RUB 112.4 billion, down 26.9%
year-on-year.
During the year, PJSC Aeroflot share price performance was comparable with the peer group index and the emerging markets airlines index (the peer group index: – 26.1%, MSCI EM Airlines: – 22.9%). The external factors that affected the Group’s financial performance, including a significant growth in fuel prices on the back of higher oil prices in the global market, the rouble’s depreciation against global currencies, and stronger competition in the air transportation market, were the key source of downward pressure on the share price.
Note. The average daily trading volume was calculated based
on the closing price (historical data were re-calculated retrospectively
based on the closing prices of a specific period).
Source: Bloomberg.
| Date | Recommendations | Bloomberg consensus forecast, RUB | Target price range, RUB | Number of analysts |
|---|---|---|---|---|
| 31.12.2018 |  |
126.9 | 77.0–170.0 | 13 |
| 31.12.2017 |  |
186.0 | 132.0–233.0 | 13 |
GDR and ADR programmes
Outside Russia, PJSC Aeroflot shares are traded as global depositary receipts (GDRs) at the over-the-counter section of the Frankfurt Stock Exchange and as American depositary receipts (ADRs) on the US over-the-counter market, with one GDR/ADR representing 5 ordinary shares. Deutsche Bank Trust Company Americas acts as the depositary bank, and LLC Deutsche Bank is the custodian. A total of 9,667,055 shares were converted into GDRs as at 31 December 2018, representing 0.9% of the charter capital. No shares were converted into ADRs. As at 31 December 2018, the price of one depositary receipt stood at EUR 6.56, down 33.8% year-on-year.
| Programme type | Sponsored Level-1 GDRs under Regulation S and Rule 144A |
| Ratio (shares: GDR) | 5:1 |
| Ticker | AETG |
| ISIN | US69343R1014 |
| Programme type | Sponsored Level-1 ADRs |
| Ratio (shares: ADR) | 5:1 |
| Ticker | AERZY |
| ISIN | US69343R3093 |
Credit ratings
PJSC Aeroflot has a credit rating from Fitch Ratings.
Fitch Ratings upgraded Aeroflot’s credit rating to BB– with a Stable outlook in March 2018.
The upgraded credit rating reflects the Company’s sustainable position in the Russian transportation market, strong financial and business performance, and updated rating guidance for partially stateowned companies. When rating the Company, Fitch Ratings considered its strengths, including the extensive and diversified route network, successful hub enhancement strategy, competitive costs, and strong position in the Russian airline market.
Aeroflot’s History
Dividend policy
Dividend policy is a key corporate governance element and a key measure of a company’s performance in upholding the rights of its investors.
PJSC Aeroflot has in place the Regulations on the Dividend Policy, which seek to maximise the transparency of procedures used to determine the amount of dividends and pay them out to the benefit of shareholders and investors. The Regulations determine the approach used by the Board of Directors to make recommendations for the General Meeting of Shareholders on profit distribution, including dividend payout.
The key principles of PJSC Aeroflot’s dividend policy are as follows:
- Aeroflot Group’s consolidated net income under the International Financial Reporting Standards (IFRS) forms the base for calculating dividends
- The amount of dividend is calculated using a tailored system of ratio indicators, which factors in Aeroflot Group’s performance in the reporting year, debt ratio, and mid-term financial plan
- The target level of dividend payouts is set at 25% of Aeroflot Group’s IFRS net income
The Annual General Meeting of Shareholders held on 25 June 2018 approved a dividend payout for FY2017 at 50% of Aeroflot Group’s net income reported under the Russian Accounting Standards (RAS). The dividend was RUB 12.81 per ordinary share.
| 2013 | 2014 | 2015 | 2016 | 2017 | |
|---|---|---|---|---|---|
| Dividend per share, RUB | 2.50 | – | – | 17.48 | 12.81 |
| Total dividends, RUB thousand | 2,774,195 | – | – | 19,413,018 | 14,221,775 |
| Total amount actually paid, RUB thousand | 2,773,621 | – | – | 19,411,718 | 14,213,759 |
| Dividend payout ratio, % | 25.0 | – | – | 50.0 | 50.0 |
| Accounting standards used to calculate the net income | RAS | IFRS | IFRS | IFRS | RAS |
| Form and other terms of payment for declared dividends | In cash | – | – | In cash | In cash |
Investor relations
The Company is strongly focused on its relations with existing and prospective investors. PJSC Aeroflot communicates with investors by providing objective, reliable, and consistent information about its activities and complies with current disclosure standards, seeking to maximise transparency.
The Company maintains an ongoing dialogue with shareholders and investors to ensure that securities market participants get complete information about its activities. The Company timely discloses material information on its operations as press releases and material facts via authorised disclosure platforms, in full compliance with Russian laws. The Company makes regular disclosures in its IFRS and RAS financial statements and investor presentations.
PJSC Aeroflot targets investors via the following channels:
- Conference calls with the Company’s management
- Regular meetings with investors and shareholders
- Involvement in major conferences hosted by brokerage houses
- Site visits to the Company’s facilities
- Dedicated events for investors and shareholders, with presentations by the Company’s management (Capital Markets Days)
In May 2018, Aeroflot Group for the first time published its Q1 consolidated financial statements prepared under IFRS. Investors were highly positive about Aeroflot Group’s efforts to improve transparency and provide additional disclosures to users, enabling analysts and investors to better understand the seasonality of the Group’s business.
In July 2018, in collaboration with United Aviation Corporation, a visit was organised for investors to Zhukovsky International Airport to watch a demonstration of MC 21 aircraft. A meeting with Irkut Corporation’s management was also held as part of the visit. The visit allowed to to introduce analysts and investors to latest Russian-built aircraft expected to become part of Aeroflot Group’s fleet going forward.
In 2018, PJSC Aeroflot also worked to foster its relations with retail investors. The Company participated in FinFair, an event organized by the Moscow Exchange to showcase financial solutions. Aeroflot also sponsored a special award to recognize the best trader in Aeroflot shares on the Moscow Exchange at the Best Retail Investor 2018 awards (the contest organised by MOEX).
In 2018, Aeroflot’s IR team received a number of prestigious industry awards and was listed among the top European transport companies and Russian public companies by the largest independent global survey of investors. Aeroflot’s disclosure practices, analyst and investor events, and other IR activities were highly rated by the investment community.
The Company’s Annual Report 2017 won two categories at the Annual Report Competition hosted by the Moscow Exchange
The Best Annual Report of the Company with the Market Capitalisation of RUB 40 Billion to RUB 200 Billion (the main category of the competition)
The Best Annual Report in the Transport Sector
2018 IR Calendar and Key Events
January
- Investor meetings at the UBS Russia Corporate Day, Stockholm and Frankfurt
February
- Meeting with Fitch Ratings
March
- Disclosure of 2017 IFRS Results
- Investor conference call with the Company’s management
- Investor roadshow meetings in London, Dubai, Abu Dhabi, Singapore, and Hong Kong
April
- Meetings with investors at Moscow Exchange Forum 2018, Moscow
May
- Disclosure of 3M 2018 IFRS Results
- Investor conference call with the Company’s management
June
- Investor roadshow meetings in Frankfurt
- Investor meetings at the UBS LATEMEA investor conference, London
- Annual General Meeting of Shareholders
July
- Demonstration of an MC-21 aircraft at an event hosted in collaboration with United Aviation Corporation; an investor and analyst meeting with Irkut Corporation’s management
August
- Disclosure of 6M 2018 IFRS Results
- Investor conference call with the Company’s management
September
- Investor meetings at HSBC GEMs Investor Forum, London
- Investor roadshow meetings in Stockholm, Amsterdam, the Hague, and Rotterdam
- Company presentation for retail investors at the Moscow Exchange’s FinFair 2018
- Presentation by Pobeda’s management at the Prosperity Investor Trip, Moscow
- Investor meetings with the management, Moscow
October
- Investor meetings in Warsaw
November
- Disclosure of 9M 2018 IFRS Results
- Investor conference call with the Company’s management
December
- Investor meetings at Wood & Company’s Winter Emerging Europe Conference, Prague
- Investor meetings at the ATON Transportation Day investment conference, Moscow
- Investor roadshow meetings in New York and Boston
