A share is an issue-grade security that secures the rights of its owner (shareholder) to receive part of the JSC’s profit in the form of dividends, to participate in the management of the JSC and to part of the property remaining after its liquidation (Article 2 of the Federal Law of April 22, 1996 N 39-FZ “ On the securities market").

There are ordinary and preferred shares, distributed by open or closed subscription. Owners of ordinary shares of the company can participate in the general meeting of shareholders (hereinafter referred to as the GMS), have the right to vote on all issues within its competence and the right to receive dividends, and in the event of liquidation of the JSC, they have the right to receive part of the property (Article 31 of the Federal Law of December 26, 1995 year N 208-FZ). Each ordinary share gives its owner the same amount of rights and is not subject to conversion into preferred shares or other securities.

JSCs can issue preferred shares of several types, and the company's charter must determine the amount of dividend and (or) the value paid upon liquidation of the company (liquidation value) for each type of preferred shares. The order of payment of dividends and the liquidation value of each type of preferred shares are determined.

There are cumulative and convertible shares. For preferred cumulative shares, unpaid or incompletely paid dividends are accumulated and paid no later than the period determined by the charter of the joint-stock company.

The company's charter may provide for the conversion of preferred shares of a certain type into ordinary shares or preferred shares of other types at the request of the shareholders - their owners, or the conversion of all shares of this type within the period specified by the company's charter. Conversion of preferred shares into bonds and other securities, with the exception of shares, is not permitted. Conversion of preferred shares into ordinary shares and preferred shares of other types is permitted only if this is provided for by the company's charter, as well as during the reorganization of the company.

Shareholders - owners of preferred shares of a certain type, the amount of dividend for which is determined in the company's charter, with the exception of shareholders - owners of cumulative preferred shares, have the right to participate in the General Meeting of General Meetings with the right to vote on all issues within its competence, starting from the meeting following the annual General General Meeting, on in which, regardless of the reasons, a decision was not made to pay dividends or a decision was made to pay incomplete dividends on preferred shares of this type. The right of shareholders - owners of preferred shares of this type to participate in the General Meeting of General Meetings terminates from the moment of the first payment of dividends on these shares in full.

Shareholders - owners of cumulative preferred shares of a certain type have the right to participate in the General Meeting of Shares with the right to vote on all issues within its competence, starting from the meeting following the annual General Meeting of Shares, at which a decision should have been made on the payment of the full amount of accumulated dividends on these shares, if such a decision was not made or a decision was made on incomplete payment of dividends. The right of shareholders - owners of cumulative preferred shares of a certain type to participate in the General Meeting of General Meetings terminates from the moment of payment of all accumulated dividends on these shares in full.

Often, organizations, when carrying out financial and economic activities, invest free funds in securities (including shares) of other enterprises. This type of investment refers to financial investments (clause 3 of the Accounting Regulations “Accounting for Financial Investments” PBU 19/02, approved by Order of the Ministry of Finance of the Russian Federation dated December 10, 2003 N 126n).

Types of services from AAA-Investments LLC

• Registration of companies (PJSC/JSC)
• Registering changes
• Changes to the Criminal Code
• Changes in the types of activities of the company (OKVED)
• Bringing the charter of the company into compliance with Federal Law No. 312-FZ
• Change of name, legal address
• Liquidation and reorganization
• Other services
• Entry into the register of small businesses in Moscow

We are glad to see you among AAA-Invest Clients!

Article 32. Rights of shareholders - owners of preferred shares of the company

1. Shareholders - owners of preferred shares of the company do not have the right to vote at the general meeting of shareholders, unless otherwise established by this Federal Law.

(see text in the previous edition)

ConsultantPlus: note.

Requirements of paragraph 2 of Art. 32 do not apply to preferred shares of credit institutions acquired in cases established by law.

2. The company's charter must determine the amount of dividend and (or) the value paid upon liquidation of the company (liquidation value) for preferred shares of each type. The dividend amount and liquidation value are determined in a fixed monetary amount or as a percentage of the par value of preferred shares. The size of the dividend and the liquidation value of preferred shares are also considered determined if the charter of the company establishes the procedure for their determination or the minimum amount of the dividend, including as a percentage of the company’s net profit. The size of the dividend is not considered certain if the company's charter specifies only its maximum amount. Owners of preferred shares for which the size of the dividend is not determined have the right to receive dividends on a par with the owners of ordinary shares.

(see text in the previous edition)

If the company's charter provides for preferred shares of two or more types, for each of which the amount of dividend is determined, the company's charter must also establish the order of payment of dividends for each of them, and if the company's charter provides for preferred shares of two or more types, for each of which the dividend is determined liquidation value - the order of payment of the liquidation value for each of them.

(see text in the previous edition)

The company's charter may establish that an unpaid or incompletely paid dividend on preferred shares of a certain type, the amount of which is determined by the charter, is accumulated and paid no later than the period specified by the charter (cumulative preferred shares). If the charter of the company does not establish such a period, preferred shares are not cumulative.

(see text in the previous edition)

(see text in the previous edition)

2.1. The company's charter may provide for preferred shares of a certain type, dividends on which are paid first - before the payment of dividends on preferred shares of any other types and ordinary shares (hereinafter referred to as preferred shares with priority in the order of receiving dividends).

The size of the dividend on preferred shares with priority in the order of receipt of dividends is determined in a fixed monetary amount or as a percentage of the par value of such shares. Preferred shares with priority in the order of receipt of dividends have no liquidation value and provide shareholders - their owners with the right to vote at the general meeting of shareholders only on issues specified in this Federal Law. Preferred shares with priority in the order of receipt of dividends are not taken into account when counting votes and when determining the quorum for making decisions on issues within the competence of the general meeting of shareholders not specified in subparagraph 3 of paragraph 1 of Article 48 of this Federal Law, including in cases provided for in paragraphs 4 and of this article, as well as on issues the decision on which, in accordance with this Federal Law, is made unanimously by all shareholders of the company.

Changing the rights to preferred shares with priority in the order of receiving dividends after the placement of the first such preferred share and reducing the authorized capital of the company by reducing the par value of such preferred shares are not allowed.

Each shareholder - owner of preferred shares with priority in the order of receiving dividends in the event of a reorganization of the company in the form of a merger or accession must receive in the company created through reorganization in the form of a merger, or in the company to which the merger is carried out, preferred shares providing the same rights, as well as preferred shares belonging to him in the reorganized company with an advantage in the priority of receiving dividends.

3. The charter of the company may provide for the conversion of preferred shares of a certain type into ordinary shares or preferred shares of other types at the request of the shareholders - their owners, or the conversion of all shares of this type within the period determined by the charter of the company. In this case, the charter of the company, before the state registration of the issue of convertible preferred shares, must determine the procedure for their conversion, including the number, category (type) of shares into which they are converted, and other conditions of conversion. Changing the specified provisions of the company's charter after the placement of the first convertible preferred share of the corresponding issue is not allowed.

(see text in the previous edition)

Conversion of preferred shares into bonds and other securities, with the exception of shares, and conversion of preferred shares with priority in the order of receipt of dividends into ordinary shares and other types of preferred shares are not permitted. Conversion of preferred shares into ordinary shares and preferred shares of other types is permitted only if this is provided for by the company's charter, as well as during the reorganization of the company in accordance with this Federal Law.

(see text in the previous edition)

Shareholders - owners of preferred shares participate in the general meeting of shareholders with the right to vote when resolving issues on the reorganization and liquidation of the company, issues provided for in paragraph 3 of Article 7.2 and Article 92.1 of this Federal Law, as well as issues on which decisions are made in accordance with this Federal Law unanimously by all shareholders of the company.

(see text in the previous edition)

Shareholders - owners of preferred shares of a certain type acquire the right to vote when deciding at the general meeting of shareholders issues on introducing amendments and additions to the company's charter that limit the rights of shareholders - owners of preferred shares of this type, including cases of determining or increasing the amount of dividends and (or) determining or increasing liquidation value paid on preferred shares of the previous priority, providing shareholders - owners of preferred shares of a different type with advantages in the order of payment of dividends and (or) liquidation value of shares, or introducing provisions on declared preferred shares of this or another type, the placement of which may lead to an actual decrease the amount of dividend and (or) liquidation value determined by the company's charter, paid on preferred shares of this type. The decision to make such changes and additions is considered adopted if at least three-quarters of the votes of shareholders - owners of voting shares participating in the general meeting of shareholders are cast in favor of it, with the exception of votes of shareholders - owners of preferred shares, the rights of which are limited, and three-quarters votes of all shareholders - owners of preferred shares of each type, the rights of which are limited, unless the charter of the company establishes a larger number of votes of shareholders to make such a decision.

(see text in the previous edition)

Shareholders - owners of preferred shares of a certain type acquire the right to vote when deciding at the general meeting of shareholders the issue of filing an application for listing or delisting of preferred shares of this type. The specified decision is considered adopted provided that at least three-quarters of the votes of shareholders - owners of voting shares participating in the general meeting of shareholders are cast for it, with the exception of votes of shareholders - owners of preferred shares of this type, and three-quarters of the votes of all shareholders - owners of preferred shares shares of this type, unless the company's charter establishes a greater number of votes of shareholders to make this decision.

(see text in the previous edition)

Shareholders - owners of preferred shares of a certain type, the amount of dividend for which is determined in the company's charter, with the exception of shareholders - owners of cumulative preferred shares, have the right to participate in the general meeting of shareholders with the right to vote on all issues within its competence, starting from the meeting following the annual general a meeting of shareholders at which, regardless of the reasons, no decision was made on the payment of dividends or a decision was made on incomplete payment of dividends on preferred shares of this type. The right of shareholders - owners of preferred shares of this type to participate in the general meeting of shareholders is terminated from the moment of the first payment of dividends on these shares in full.

(see text in the previous edition)

6. The charter of a non-public company may provide for one or more types of preferred shares, providing, in addition to or instead of the rights provided for in this article, the right to vote on all or some issues within the competence of the general meeting of shareholders, including upon the occurrence or termination of certain circumstances (commitment or failure to the company or its shareholders of certain actions, the occurrence of a certain period, the adoption or failure of the general meeting of shareholders or other bodies of the company to take certain decisions within a certain period, the alienation of the company’s shares to third parties in violation of the provisions of the company’s charter on the pre-emptive right to acquire them or on obtaining the consent of the company’s shareholders to their alienation and other circumstances), the pre-emptive right to acquire shares of certain categories (types) placed by the company and other additional rights. Provisions on preferred shares with the specified rights may be provided for by the charter of a non-public company upon its establishment, or included in the charter or excluded from it by decision adopted by the general meeting of shareholders unanimously by all shareholders of the company. The specified provisions of the charter of a non-public company can be changed by a decision adopted by the general meeting of shareholders unanimously by all shareholders - owners of such preferred shares and by a three-quarters majority of the votes of shareholders - owners of other voting shares participating in the general meeting of shareholders.

Shareholders often contact us with a desire to sell certain shares. Sometimes, when they hear the final price of their shares, they are very surprised. Their surprise is due to the fact that they really expected to hear a completely different number. And both up and down.

It's not all about our greed or the complete ignorance of shareholders, but about the conversion of shares. Over the many years of owning shares, shareholders simply did not know that since then there had been a conversion of their shares (and sometimes more than one). The shares of many companies have undergone changes, i.e. conversion.

The most “harmless” type of conversion of shares is when preferred shares are converted into ordinary shares one for one, i.e. 1 preferred share simply became 1 ordinary share and the total number of shares in this case is easy to calculate. For example, such conversion occurred in companies such as Lukoil, Rosneft and a number of others.

But most often the conversion does not occur 1 to 1, i.e. for example, 1 share can be converted into 5 or vice versa - 5 into 1. And it happens that the company completely changed its legal name or merged with another enterprise.

To sort out this whole “conversion mess,” we decided to post reliable information on the conversion of each specific issuer (enterprise) separately:

Conversion of Alrosa shares

Alrosa shares were fragmented, i.e. 1 old(active) promotion turned into 27005 new. But the final value of the stake has not changed.

Conversion of Norilsk Nickel shares

The Norilsk Nickel enterprise was previously a Russian Joint Stock Company (RAO), now the enterprise is called the Norilsk Nickel Mining and Metallurgical Combine (MMC). All shares of RAO Norilsk Nickel were converted into MMC Norilsk Nickel in proportion 1 to 1, but provided that the shareholder wrote an application for transfer of shares(at one time, the company sent each shareholder a written notice of the mandatory transfer of shares). Otherwise, the shares are invalid and it is impossible to sell shares of RAO Norilsk Nickel now.

Conversion of Lukoil shares

Lukoil shares were easily converted. 1 preferred share converted to 1 ordinary share, i.e. 1 to 1.

Conversion of Rosneft shares

Rosneft shares were also easily converted. 1 preferred share V 1 ordinary share, i.e. 1 to 1.

But several once separate companies also converted to Rosneft, and here the proportions are completely different:

Sakhalinmorneftegaz:

1 ordinary share was converted into 2.98 ordinary shares of Rosneft

1 preferred share was converted into 2.23 ordinary shares of Rosneft

Purneftegaz:

1 ordinary share was converted into 6.09 ordinary shares of Rosneft

1 preferred share was converted into 4.57 ordinary shares of Rosneft

Stavropolneftegaz:

1 ordinary share was converted into 24 ordinary shares of Rosneft

1 preferred share was converted into 16.8 ordinary shares of Rosneft

Arkhangelsknefteprodukt:

1 ordinary share was converted into 0.376 ordinary shares of Rosneft

1 preferred share was converted into 0.263 ordinary shares of Rosneft

Conversion of Rostelecom shares

At Rostelecom, the conversion of shares took place in 2012. Many shareholders have statements with the number of shares that does not correspond to the real number. The fact is that before the conversion there were several companies (in the regions of Russia): Dalsvyaz, Dagsvyazinform, Volgatelecom, North-West Telecom, Sibirtelecom, Uralsvyazbinform, Central Telecommunications Company, Southern Telecommunications Company. All these companies were converted into 1 company - Rostelecom.

Moreover, all ordinary and preferred shares were converted only into ordinary shares. The best way to check the conversion and find out the number of Rostelecom shares you currently own is on the Rostelecom website. To do this, just enter “Rostelecom calculator” in any search engine. Rostelecom shareholders also receive voting letters indicating the number of votes. This is the number of ordinary shares owned by the shareholder.

Conversion of Sberbank shares

The majority of shareholders received their Sberbank shares in 1993 in the form of special certificates. 1 ordinary share of 1993 was converted into 1000 ordinary shares, and 1 preferred share was converted into 20 preferred shares.

08.02.2018
Events. The Central Bank adjusted the dictionary. New concepts have appeared in the Bank of Russia program document. Yesterday, the Bank of Russia released a policy document describing plans for the development and application of new technologies in the financial market in the coming years. The main ideas, concepts and projects have already been announced by the regulator in one way or another. At the same time, the Central Bank introduces and discloses new terms, in particular, RegTech, SupTech and “end-to-end identifier”. Experts note that these areas have been successfully developing in Europe for a long time.

08.02.2018
Events. The State Duma issued capital a pass to Russia. It was decided to repeat the one-time business amnesty. The Russian State Duma adopted on Wednesday in the first, and a few hours later - in the second reading, a package of bills initiated by Vladimir Putin on the resumption of the capital amnesty. The new act of “forgiveness” was announced as the second stage of the 2016 campaign, which was then presented as a one-time campaign and was actually ignored by business. Since the attractiveness of the Russian jurisdiction and trust in its law enforcement officers have not increased over the past two years, the bet is now placed on the thesis that capital must be returned to the country because it is worse for them abroad than in Russia.

07.02.2018
Events. Control and supervision are tailored to fit the figure. Business and authorities compared approaches to reform. The results and prospects for the reform of control and supervisory activities were discussed yesterday by representatives of the business community and regulators as part of the “Russian Business Week” under the auspices of the Russian Union of Industrialists and Entrepreneurs. Despite a 30% decrease in the number of scheduled inspections, businesses complain about the administrative burden and call on the authorities to respond more quickly to proposals from entrepreneurs. The government, in turn, plans to revise mandatory requirements, reform the Code of Administrative Offences, digitalization and acceptance of reporting in the “one window” mode.

07.02.2018
Events. Transparency will be added to issuers. But investors are waiting for additions to shareholder meetings. The Moscow Exchange is preparing changes to the listing rules for issuers whose shares are on the highest quotation lists. In particular, companies will be required to create special sections on their websites for shareholders and investors, the maintenance of which will be controlled by the exchange. Large issuers already meet these requirements, but investors consider it important to enshrine these obligations in the document. In addition, in their opinion, the exchange should pay attention to the disclosure of information for shareholder meetings, which is the most sensitive issue in the relationship between issuers and investors.

07.02.2018
Events. The Central Bank of Russia will read the advertising carefully. The financial regulator has found a new field for supervision. Not only the Federal Antimonopoly Service, but also the Central Bank will soon begin to evaluate the integrity of financial advertising. Starting this year, as part of behavioral supervision, the Bank of Russia will identify advertisements of financial companies and banks containing signs of violations and report this to the FAS. If banks receive not only fines from the FAS, but also recommendations from the Central Bank, this could change the situation with advertising in the financial market, experts say, but the procedure for applying supervisory measures of the Central Bank in the new area has not yet been described.

06.02.2018
Events. Not by accent, but by passport. Foreign investments under the control of Russians will remain without international protection in the spring.

06.02.2018
Events. A government bill depriving investments of foreign companies and persons with dual citizenship controlled by Russians from the protection of the law on foreign investment, in particular, guarantees of freedom to withdraw profits, will be adopted by the Russian State Duma in early March. The document does not recognize investments through trusts and other fiduciary institutions as foreign. The White House is still ready to consider structures controlled by Russians that invest in strategic assets in the Russian Federation as foreign investors - but for them, as before, this only means the need to approve transactions with the Foreign Investment Commission. Government agencies are not given banks. FAS Russia intends to limit the expansion of the public sector in the financial market.

06.02.2018
Events. The Federal Antimonopoly Service has developed proposals to limit purchases of banks by government agencies. The FAS plans to amend the law “On Banks and Banking Activities” and is currently working on them with the Central Bank (CB). An exception may be the reorganization of banks, ensuring the availability of banking services in areas that need it, as well as issues of national security. The head of the Central Bank, Elvira Nabiullina, has already supported this initiative. Online audit was given a chance. IIDF is ready to support remote inspections.

05.02.2018
Online auditing, until now a side branch of this business, which was mainly carried out by unscrupulous companies, has received support at the state level. The Internet Initiatives Development Fund invested 2.5 million rubles in the AuditOnline company, thus recognizing the promise of this area. However, market participants are confident that online audits have no legitimate future - remote audits contradict international auditing standards.

05.02.2018
Events. Events. It is recommended to refrain from legal transactions. The Central Bank of Russia considered “hidden trust management” unethical. The idea of ​​the Central Bank to encourage banks to lend not to mergers and acquisitions of companies, but to the development of production takes on concrete features. The first step could be to instruct banks to create increased reserves for loans issued for M&A transactions. According to experts, this will reduce such lending, but in order for bank resources to go to the development of production, additional incentive measures will be required.

And which ones to choose for several years to come

Some companies issue two types of shares: ordinary and preferred. The difference between them seems simple: in the first case, you are guaranteed the right to vote at a meeting of shareholders and are not guaranteed the payment of dividends, in the second - vice versa.

But it's not that simple. The Law “On Joint Stock Companies” describes all possible situations when preferred shares differ from ordinary shares. These differences can be divided into 3 groups: non-payment of dividends, voting at a shareholders meeting and liquidation of the company. Let's talk about them and see which type of securities is more profitable to buy for several years.

Difference 1.

Non-payment of dividends

Dividends are a share of a company's income divided by the number of shares. According to Article 42 of the Law “On Joint Stock Companies”, the company pays dividends from net profit and special funds. Net profit is the income remaining after paying salaries, taxes, and debts. And special funds are created to pay dividends when the company has too much money.

The amount of dividends is specified in the company's charter. This can be either an exact amount or a formula for calculating net profit.

If the charter does not indicate how much the owner of a preferred share will receive, then the amount of payments for these and ordinary shares is the same and is approved by the board of directors, and accepted by the owners of ordinary shares. And the size of dividends cannot be higher than the value agreed upon by the board of directors.

But it happens that the owners of preferred shares are not paid dividends: there is no profit, there are no special funds for payment. In case of non-payment, you will have the right to vote on all company matters. But other options are possible; you need to look at the company’s charter. The law allows the conversion of shares into cumulative and converted shares.

Cumulative shares accumulate dividend debt for a certain period specified in the charter. In case of delay, your shares will receive voting rights. Convertible - give voting rights until the company pays the dividend debt.

Excerpt from the charter of Rosseti. Owners of preferred shares receive voting rights if they do not receive dividends

That is, in the event of non-payment of dividends, the company can choose from several alternatives.

Of course, you can find out about all the conditions in advance. The dividend policy is described in the charter of the joint stock company. It is usually published on the website in the “investors and shareholders” section.

Difference 2.

Voting at a meeting

Only holders of common shares vote on most issues. The principle is simple: one share - one vote. For example, at the end of June 2018, Aeroflot shareholders voted on the approval of annual profits, payments of remuneration to members of the board of directors, as well as on the approval of upcoming major transactions.

The scope of rights of holders of ordinary shares varies depending on the number of shares. However, we will disappoint those who plan to gain control in large companies: in most of them, significant stakes have been purchased by the state.	How many shares are there? What
1 %	Can View the list of other shareholders.
2 %	File a lawsuit against the general director or a member of the board of directors demanding compensation for losses caused to the company Propose candidates to the Board of Directors.
10 %	Introduce proposals to the agenda of the annual meeting of shareholders
25 % + Call an extraordinary meeting of shareholders, even if it is rejected by the board of directors	1 share
50 % + Block decisions of the board of directors	1 shares
75 % + Call an extraordinary meeting of shareholders, even if it is rejected by the board of directors	You can make your own decisions on most issues where 75% “yes” votes are not required

You can make any decisions regarding the management of the company

There are several topics that cannot be discussed without the preference shareholders. This is everything related to the liquidation of a company, reorganization, change in charter, placement of new shares on the stock exchange or withdrawal of existing ones from circulation.

Difference 3.

Liquidation of a company

The third difference is the simplest. If you own preferred shares, you will receive your share earlier in the event of bankruptcy. The shares will be bought back and you will be paid the liquidation value for them.

The same applies to dividends. Liquidation dividends are first paid on preferred shares. And only then the remainder is divided among the owners of ordinary shares.

What stocks to buy

If you do not plan to influence the company's activities and need stable dividend income, choose preferred shares. Their payments are more stable and predictable. And the securities themselves are cheaper than ordinary shares and are growing faster. When purchasing for several years, this is the best option.

1. Shares are divided into 2 types: ordinary and preferred.
2. Ordinary shares allow voting at shareholders' meetings, preferred shares give fixed dividends.
3. If dividends are not paid, preferred shares will provide voting rights.
4. If changes need to be made to the charter or there is a reorganization or liquidation of the company, all types of shares are voted on.
5. If there are a lot of ordinary shares, the investor receives bonus rights and opportunities.
6. If you need a more stable income, preferred shares are more profitable than ordinary shares. But only if you buy them for several years.