Shareholder Information

09

Share Capital

As of 31 December 2011, PhosAgro’s issued share capital was RUB 311,192,700, which represents 12,447,708 ordinary shares with a par value of RUB 25 per share.

In July 2011, PhosAgro held its Initial Public Offering, when 1,282,000 ordinary shares were placed by the principal shareholders in the form of shares and Global Depositary Receipts (GDRs). PhosAgro GDRs were listed on the main market of the London Stock Exchange (LSE). As of August 2011, following the exercise of the over-allotment option, the total size of the offering was 1,346,109 shares in the form of shares and GDRs, which comprised approximately 10.8% of the Company’s charter capital. PhosAgro’s stock was priced at US$ 14 per GDR and US$ 420 per share, valuing the Company at US$ 5.2 billion.

On 31 December 2011, one PhosAgro ordinary share represented 30 GDRs. Citigroup Global Markets Deutschland AG acts as the depositary for the Company’s GDR Programme.

In 2011, PhosAgro ordinary shares were also admitted to trading on the Russian MICEX and RTS stock exchanges.

In order to simplify its charter capital structure, the Company undertook a programme to convert its preferred shares into ordinary shares, which was completed in October 2011. The Company issued a total of 1,800,000 ordinary shares as part of the programme.

In December, 2011 the PhosAgro Board of Directors approved a decision to issue 124,477,080 ordinary shares with a par value of RUB 2.5 per share by way of conversion during the share split, and to make corresponding changes to the Company’s Charter. In March 2012 the Russian Federal Service for Financial Markets registered a report on the results of the Company’s share issue following the conversion. The total number of ordinary shares amounted to 124,477,080 with a par value of RUB 2.5 per share. Following the share split, each PhosAgro ordinary share is represented by 3 GDRs.

Shareholding Structure

Shareholders’ structure of PhosAgro as of 31 December 2011

Shareholder Number of shares Share, %
Fornido Holdins Limited 1,278,001 10.27
Carranita Holdings Limited 1,277,450 10.26
Dubhe Holdings Limited 1,231,737 9.90
Dubberson Holdings Limited 1,144,752 9.20
Chlodwig Enterprises Limited 1,077,788 8.66
Adorabella Limited 1,074,359 8.63
Owl Nebula Enterprises Limited 864,901 6.95
Vindemiatrix Trading Limited 624,147 5.01
Mrs. Evgeniya Gurieva 623,596 5.01
Mr. Vladimir Litvinenko 622,386 5.00
Feivel Limited 622,385 5.00
Mr. Igor Antoshin 248,954 2.00
Miles Ahead Management Limited 199,547 1.60
Mr. Maxim Volkov * 129,867 1.04
Maderatcha Consulting Limited 87,119 0.70
Menoza Trading Limited* 7,546 0.06
Free float * 1,333,173 10.71
Total 12,447,708 100%

* Ordinary shares and GDRs

Other ownership information 1Based on information available to Company management

The shares of Dubberson Holdings Limited, Fornido Holding Limited, Carranita Holdings Limited, Dubhe Holdings Limited, Chlodwig Enterprises Limited, Adorabella Limited, Miles Ahead Management Limited and Owl Nebula Enterprises Limited are ultimately held on trust where the economic beneficiaries are Mr. Andrey Guriev and members of his family. The shares of Feivel Limited are ultimately held on trust where the economic beneficiary is Mr. Vladimir Litvinenko. The shares of Vindemiatrix Trading Limited are ultimately held on trust where the economic beneficiary is Mr. Igor Antoshin. The shares of Menoza Trading Limited are ultimately held on trust where the economic beneficiary is Mr. Maxim Volkov. The ordinary shares of Maderatcha Consulting Limited are ultimately held on trust where the economic beneficiaries are several employees and former employees of the Group.

Stock Exchanges

As of 31 December 2011, PhosAgro’s ordinary shares and GDRs were traded on MICEX-RTS and the LSE under the ticker PHOR. In December 2011, the Company’s shares were included in the RTS-2 Index, while its GDRs were added to the Dow Jones Islamic Market BRIC Equal Weighted Index. Following the end of the reporting period, in January 2012, PhosAgro ordinary shares were included in the MICEX Mid Cap Index.

From July to December 2011, the price of the Company’s GDRs on the LSE has decreased by 39.7%, reflecting the overall market environment and performing in line with the FTSE Russian IOB Index, which lost 27.8% during the same period.

The Company’s ordinary shares on MICEX decreased 39.4% from July to December 2011, while the MICEX Index decreased by 16.9% over the same period. The liquidity of the Company’s shares on RTS in July-December 2011 was low, with a total of only 2,261 shares being traded.

PhosAgro GDR performance on the LSE
High – US$ 14.75. Low – US$ 8.40.
At year-end – US$ 8.44.
Trading volume – 28.6 million GDRs

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PhosAgro ordinary share performance on MICEX
High – 13,367 RUB. Low – 7,818 RUB.
At year-end – 8,099 RUB.
Trading volume – 38.5 thousands shares

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Dividend Payments

The Annual General Meeting of Shareholders approved an interim dividend payment for the three months ended 31 March 2011 in the total amount of RUB 3,850 million, representing a payment of RUB 310.35 per ordinary share, RUB 308.25 per A1 type preferred share and RUB 50.20 per A2 type preferred share. All payments of dividends were made in May.

On 1 December 2011, the Extraordinary General Meeting of PhosAgro’s shareholders approved an interim dividend payment for the nine months of 2011 in a total amount of RUB 3,112 million, which is RUB 250 per ordinary share. The payment of the dividend was completed in January 2012.

In April 2012, the Board of Directors recommended that the Annual General Shareholders Meeting approves a final dividend payment of RUB 32.5 per ordinary share and US$ 0.37 per GDR for the fourth quarter of 2011 (the total amount of RUB 4,046 million). The total dividend payment recommended for the last nine months of 2011 is therefore RUB 7.2 billion or 49% of net profit attributable to hte equity holders of OJSC PhosAgro.

Dividend Taxation

PhosAgro acts as a tax agent when it pays out dividends to its shareholders. The Company calculates and withholds tax on those dividends and remits the amount of tax to the relevant authorities. The dividends paid out to shareholders are less the amount of the tax deducted. The withholding tax rate depends on the status of the shareholder. Russian residents, both individuals and organisations, are subject to a 9% tax rate, while non-residents are subject to a 15% tax rate. PhosAgro also takes into account any double tax treaties and where appropriate makes tax payments in accordance with the provisions of the relevant treaty.

Any existing or potential PhosAgro shareholders and holders of the Company’s GDRs are advised to consult their tax advisors for tax implications, including any tax exemptions, with regards to dividend payments.

Information Disclosure

PhosAgro strictly follows the requirements imposed by Russian securities regulations, as well as rules for the companies traded on LSE, in its information disclosure and filings. The Company publicly discloses all required information to shareholders and investors in a timely manner through authorised newswires and the corporate website www.phosagro.com.