Rosseti North-West paid no dividend for 2025: a complaint to the Central Bank and a guide for shareholders

PJSC "Rosseti North-West" paid no dividend for 2025 and directed all of its net profit to development. A retail shareholder has filed a complaint with the Bank of Russia asking it to check whether the justification for this decision was fully disclosed and whether it complies with the company's dividend policy. Below are the facts, the correspondence with the company and instructions on how a shareholder can file a similar complaint.

What the company decided

On 29 April 2026 the Board of Directors recommended not paying dividends for 2025 (disclosed on 30 April 2026); the decision was approved by the annual General Meeting of Shareholders on 4 June 2026 (item No. 3). All of the company's net profit for 2025, RUB 3,693,839 thousand, was directed to development, and no dividends were paid.

Why the decision is disputable

The company's financial position did not prevent a payout, and the distribution itself departs from the benchmarks the company set earlier.

• Under the formula of the approved dividend policy, dividends for 2025 could have been about RUB 2,578 mn (RUB 0.0269 per share).
• In its own investment programme submitted to the Ministry of Energy (published on 22 December 2025), the company assumed net profit of RUB 2,395 mn and dividend payments of RUB 1,198 mn.
• Actual net profit under RAS (RUB 3,694 mn) exceeded the company's own plan by 54%.
• Net assets (RUB 23,899,975 thousand) substantially exceed the charter capital and the reserve fund, so the condition of Article 43 of the Federal Law "On Joint-Stock Companies" is met.
• The cash balance is about RUB 13,857 mn; net debt fell in 2025 from RUB 4.97 bn to RUB 3.4 bn (net debt/EBITDA of about 0.29).
• The 1Q2026 results confirm the trend: net profit of RUB 2,905 mn against RUB 1,578 mn a year earlier.

Correspondence with the company: no answer on the substance

The chronology of the retail shareholder's appeals to the Board of Directors and the company's responses:

• April 2026: an appeal to the Board of Directors with questions on the dividend policy and calculations.
• 14 May 2026: the company's reply No. MR2/60-02-10/3914: no answer on the substance of the questions; the company cited "equal treatment of shareholders", said the justification would be in the meeting materials, and stated that, according to its records, the applicant was "not identified as a shareholder".
• 18 May 2026: the shareholder again asks for an answer on the substance and notes that they hold shares through several brokers.
• 22 June 2026: a detailed repeat appeal with specific questions and calculations; the letter to a Board member was not delivered, and there has been no further response.

What is being asked of the Bank of Russia

The complaint is not built on a demand to "force a payout": the amount of dividends is decided by the general meeting, and the regulator does not overturn that decision. The request to the Bank of Russia is to check the completeness of the disclosure of the economic justification for the non-payment, the compliance of the decision with the approved dividend policy and respect for the shareholder's right to information.

How a shareholder can file their own complaint

If you hold shares of the company, are unhappy with the non-payment and want a payout next year, you can file a complaint as follows:

• Prepare proof of share ownership: a broker statement or, better, an extract from your securities account.
• Open the Bank of Russia form: [cbr.ru/Reception/Message/Register](https://www.cbr.ru/Reception/Message/Register?messageType=Complaint).
• Subject: "Joint-stock companies → General meeting of shareholders".
• Log in through Gosuslugi, specify the organisation, PJSC Rosseti North-West (INN 7802312751), paste the text of the complaint and attach proof of ownership.
• Submit the complaint.

Why this matters for dividends for 2026

One complaint changes little. But numerous well-founded complaints give the regulator a reason to ask the company for explanations, and give the board an incentive for a more predictable dividend policy. The question of distributing 2026 profit is still ahead.

Conclusion

The company, with profit and a liquidity cushion, directed all of its profit to development, did not disclose a convincing justification for departing from its dividend policy, and did not answer the shareholder's appeals on the substance. Well-founded shareholder complaints to the Bank of Russia are a legitimate way to seek transparency and predictability in profit distribution.

Correspondence with the company

Below are excerpts from the correspondence: our questions to the Board of Directors and the company's reply. The full correspondence (the appeals, the company's reply and our response) is in a PDF in the Telegram channel.

This material was prepared by Enhanced Investments. Weekly analytics are in the Telegram channel Enhanced Investments @eninv.