5.1.Share Capital
and Dividends

As of 31 December 2015, the share capital of PAO TMK was comprised of 991,907,260 fully paid-up ordinary shares, each with a nominal value of RUB 10.

In accordance with the changes to TMK’s authorised capital in Q1 2015, it now totals nine billion nine hundred and nineteen million seventy two thousand six hundred roubles (RUB 9,919,072,600) and is divided into nine hundred and ninety-one million nine hundred and seven thousand two hundred and sixty (991 907 260) ordinary registered shares with a nominal value of ten roubles (RUB 10) each (outstanding shares).

TMK has not issued any preferred shares, either outstanding or authorised.

Number of shares as of 31 December 2015:

2015 2014
TMK Steel Ltd, incl. affiliates* (TMK STEEL HOLDING LIMITED became a shareholder after the report date and is the legal successor of TMK STEEL LIMITED) 672,030,999 67.75%
TMK subsidiaries 53,580 0.0054%
Free float 319,822,681 32.2432%
Total: 991,907,260 100.00%

*The main beneficiary is Dmitry Pumpyanskiy.

REG.S 144A
CUSIP: 87260R201 87260R102
ISIN: US87260R2013 US87260R1023

As at 31 December 2015, 32.24% of TMK shares were free float, with approximately 50% of them traded as GDRs on the London Stock Exchange. The TMK Board of Directors and Management Board jointly held a total of 745,919 shares, or 0.075% of the authorised capital.

TMK securities are listed on the Russian and international stock exchanges.

Shares are listed on the Moscow Exchange under the TRMK ticker (Bloomberg: TRMK:RM / Reuters: TRMK.MM) and are included in the First Level quotation list.

GDRs are listed on the London Stock Exchange under the TMKS ticker (Bloomberg: TMKS:LI / Reuters: TRMKq.L) in the Main market in the International Order Book, each GDR representing four ordinary TMK shares. The Bank of New York Mellon Corporation (BNY Mellon) acts as the Depositary Bank.

American depository receipts (ADR) are traded on the OTC platform (OTCQX) under the TMKXY ticker (Bloomberg: TMKXY:US / Reuters: TMKXY.PK).

Dividend Policy

Our dividend policy is governed by the principles of balanced capitalisation growth and higher dividends, based on the net profit received in relevant period and factoring in our operational needs and investment requirements. TMK’s Board of Directors generally recommends the General Meeting of Shareholders to pay dividends on the outstanding shares equal to at least 25% of the Company’s IFRS consolidated net profit.

Key priorities of our dividend policy include higher capitalisation and investment appeal of the Company, wealth growth, and balancing the interests of all shareholders. Our dividend policy is articulated in the Dividend Policy Regulations (https://www.tmk-group.ru/media_ru/files/51/divpolicy_150307_l.pdf) which seek to introduce a transparent and efficient mechanism to determine the amount of dividends and the dividend payment procedure, and outline the Board’s strategy in issuing recommendations on dividends payable on shares, and terms and procedure of dividend payment.

Dividends accrued and paid by the Company between 2008 to 2015