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Review of transactions for 2019

Review of transactions for the 1Q 2019

1. Related party transactions:

For the reporting quarter the above mentioned transactions were not closed

2. Transactions closed by the Company with state owned companies:

For the reporting quarter the above mentioned transactions were not closed

3. Transactions of the Company with shareholders of the Company holding at least 5% of voting shares of the Company:

Item No.

Date of transaction

Date of approval (receiving consent for the transaction)

Body of the company that took the decision to give consent for the transaction

Subject of the transaction and its essential terms

Information on a person (s) related to the transaction, grounds for relation

1.

11.03.2019

-

Approval was not required

Agreement № 4937/7700/00049/19 dated 11.03.2019

Subject of the Agreement:

The Contractor undertakes to provide the Customer with services on the organization of the treasury function in terms of authorization and/or execution of the largest payments necessary for the implementation of the current activities of the Customer, in the amount of not less than 50% of the sum of all payments for the settlement period, and the Customer undertakes to accept and pay for the services in accordance with terms and conditions of the Agreement.

Parties of the Agreement:

- PJSC «Rosseti» - «Contractor»;

- IDGC of Centre, PJSC – «Customer».

Price of the Agreement:

41 013 255 RUB 75 kopecks, including VAT, calculated in accordance with the legislation of the Russian Federation

Duration of the Agreement:

The Agreement enters into force from the moment of its conclusion and is valid until 31.12.2021, and in part of settlements until the Parties fully fulfill their obligations. The Agreement covers the legal relations of the Parties arising from 01.01.2019

PJSC Rosseti – controlling entity of the Company, at the same time, is a party to the transaction

 

4. Internal corporate transactions:

Item No.

Date of transaction

Date of approval (receiving consent for the transaction)

Body of the company that took the decision to give consent for the transaction

Subject of the transaction and its essential terms

Information on a person (s) related to the transaction, grounds for relation

1.

11.03.2019

-

Approval was not required

Agreement № 4937/7700/00049/19 dated 11.03.2019

Subject of the Agreement:

The Contractor undertakes to provide the Customer with services on the organization of the treasury function in terms of authorization and/or execution of the largest payments necessary for the implementation of the current activities of the Customer, in the amount of not less than 50% of the sum of all payments for the settlement period, and the Customer undertakes to accept and pay for the services in accordance with terms and conditions of the Agreement.

Parties of the Agreement:

- PJSC «Rosseti» - «Contractor»;

- IDGC of Centre, PJSC – «Customer».

Price of the Agreement:

41 013 255 RUB 75 kopecks, including VAT, calculated in accordance with the legislation of the Russian Federation

Duration of the Agreement:

The Agreement enters into force from the moment of its conclusion and is valid until 31.12.2021, and in part of settlements until the Parties fully fulfill their obligations. The Agreement covers the legal relations of the Parties arising from 01.01.2019

PJSC Rosseti – controlling entity of the Company, at the same time, is a party to the transaction

5. Revenue-intensive transactions closed by the Company:

For the reporting quarter the above mentioned transactions were not closed

6. Transactions of the Company with members of the Board of Directors of the Company and members of the management bodies of the Company:

For the reporting quarter the above mentioned transactions were not closed

Review of transactions for the 2Q 2019

1. Related party transactions:

Item No.

Date of transaction

Date of approval (receiving consent for the transaction)

Body of the company that took the decision to give consent for the transaction

Subject of the transaction and its essential terms

Information on a person (s) related to the transaction, grounds for relation

1.


24.05.2019

Board of Directors of IDGC of Centre, PJSC (Minutes №19/19 dated 27.05.2019)

Concluded interrelated party agreements for the design, installation and commissioning of the electricity metering system with automated data collection for the needs of IDGC of Centre, PJSC (branches of Belgorodenergo, Bryanskenergo, Kostromaenergo, Kurskenergo, Orelenergo, Smolenskenergo, Tverenergo and Yarenergo) under the following essential conditions.

Parties of the Agreement:

IDGC of Centre, PJSC (branches of IDGC of Centre, PJSC: Belgorodenergo, Bryanskenergo, Kostromaenergo, Kurskenergo, Orelenergo, Smolenskenergo, Tverenergo and Yarenergo) – «Customer»;

Collective Participant, including JSC «FOCL-Conductor Administration» and Expert-PROEKT LLC – «Contractor».

Subject of the Agreement:

The Contractor undertakes, within the established period of time on instruction of the Customer, to carry out design, installation and commissioning of the electricity metering system with automated data collection.

Price of the Agreement:

The maximum cost of the works is 694 734 995 RUB 55 kopecks, including VAT of 115 789 165 RUB 93 kopecks, including broken down by the branches:

· «Belgorodenergo» 165 023 506 RUB 43 kopecks, including VAT of 27 503 917 RUB 74 kopecks;

· «Bryanskenergo» 88 887 170 RUB 27 kopecks, including VAT of 14 814 528 RUB 38 kopecks;

· «Kostromaenergo» 107 028 055 RUB 58 kopecks, including VAT of 17 838 009 RUB 26 kopecks;

· «Kurskenergo» 68 481 930 RUB 36 kopecks, including VAT of 11 413 655 RUB 06 kopecks;

· «Orelenergo» 41 536 351 RUB 84 kopecks, including VAT of 6 922 725 RUB 31 kopecks;

· «Smolenskenergo» 25 859 038 RUB 42 kopecks, including VAT of 4 309 839 RUB 74 kopecks;

· «Tverenergo» 59 603 101 RUB 63 kopecks, including VAT of 9 933 850 RUB 27 kopecks;

· «Yarenergo» 138 315 841 RUB 02 kopecks, including VAT of 23 052 640 RUB 17 kopecks.

Turnaround time: the beginning of the execution of the works – from the moment of signing the agreement, the completion of the works under the Agreements concluded on the basis of Minutes on the results of the open tender dated 05.04.2019 № 0357-IA-18-7 – until 30.11.2019, Minutes dated 05.04.2019 № 0360-IA-18-7 - in accordance with the requirements of the Terms of Reference. The deadlines for the implementation of specific stages of the works are determined by the Work Schedule and agreed by the parties to the Agreement.

Duration of the Agreement: the agreement enters into force from the date of its signing and is valid until the parties fulfill their obligations (including warranty)

PJSC Rosseti – controlling entity of the Company, at the same time, is the controlling entity of a legal entity that is a party to the transaction

(JSC «FOCL-Conductor Administration»)

2.    Transactions closed by the Company with state owned companies:

For the reporting quarter the above mentioned transactions were not closed

3.    Transactions of the Company with shareholders of the Company holding at least 5% of voting shares of the Company:

For the reporting quarter the above mentioned transactions were not closed

4.    Internal corporate transactions:

For the reporting quarter the above mentioned transactions were not closed

5.    Revenue-intensive transactions closed by the Company:

For the reporting quarter the above mentioned transactions were not closed

6. Transactions of the Company with members of the Board of Directors of the Company and members of the management bodies of the Company:

For the reporting quarter the above mentioned transactions were not closed

Review of transactions for the 3Q 2019

1. Related party transactions:

For the reporting quarter the above mentioned transactions were not closed

2. Transactions closed by the Company with state owned companies:

Item No.

No., date of the agreement

Parties to the agreement

Subject of the agreement

Price of the agreement

Related parties

Date of approval by the Board of Directors

1.

Agreement dated 06.09.2019

№ 4600/05960/19

 

Interregional Distribution Grid Company of Centre,

Public Joint-Stock Company (a branch of IDGC of Centre, PJSC - Kurskenergo) - «Customer»,

Federal State Unitary Enterprise «Ohrana» of the Federal National Guard Troops Service of the Russian Federation (FGUP Ohrana of the Federal National Guard Troops Service) - «Contractor»

Rendering

monitoring and maintenance services

for alarm systems

 

1 505 848,07 RUB, including VAT 20% - 250 974,68 RUB

 

-

Approval was not required

 

3. Transactions of the Company with shareholders of the Company holding at least 5% of voting shares of the Company:

For the reporting quarter the above mentioned transactions were not closed

 

4.    Internal corporate transactions:

For the reporting quarter the above mentioned transactions were not closed

5. Revenue-intensive transactions closed by the Company:

Item No.

No., date of the agreement

Parties to the agreement

Subject of the agreement

Price of the agreement

Related parties

Date of approval by the Board of Directors

1.

Agreement

№ 0119-044/7700/00154/19

dated 30.08.2019

VTB Bank (JSC) – «Creditor»;

IDGC of Centre, PJSC - «Borrower»

Loan agreement on opening a credit line

7 550 000 000

-

Approval was not required

2.

Agreement

№0119-045/7700/00155/19

dated 30.08.2019

VTB Bank (JSC) – «Creditor»;

IDGC of Centre, PJSC - «Borrower»

Loan agreement on opening a credit line

7 550 000 000

-

Approval was not required

3.

Agreement №7022/7700/00159/19

dated 02.09.2019

Sberbank – «Creditor»;

IDGC of Centre, PJSC - «Borrower»

Agreement on opening a credit line

7 200 000 000

-

Approval was not required

4.

Agreement №7023/7700/00158/19

dated 02.09.2019

Sberbank – «Creditor»;

IDGC of Centre, PJSC - «Borrower»

Agreement on opening a credit line

7 625 000 000

-

Approval was not required

5.

Agreement

№KC-25350/0017/B-19/7700/00163/19

dated 04.09.19

VTB Bank (PJSC) – «Creditor»;

IDGC of Centre, PJSC - «Borrower»

Agreement on the provision of loans under the aggregate lending limit

7 113 125 000

-

Approval was not required

6.

Agreement

№KC-25350/0018/B-19/7700/00164/19

dated 04.09.19

VTB Bank (PJSC) – «Creditor»;

IDGC of Centre, PJSC - «Borrower»

Agreement on the provision of loans under the aggregate lending limit

7 218 125 000

-

Approval was not required

6. Transactions of the Company with members of the Board of Directors of the Company and members of the management bodies of the Company:

For the reporting quarter the above mentioned transactions were not closed

Review of transactions for the 4Q 2019

1. Related party transactions:

Item No.

Date of transaction

Date of approval (receiving consent for the transaction)

Body of the company that took the decision to give consent for the transaction

Subject of the transaction and its essential terms

Information on a person (s) related to the transaction, grounds for relation

1.

18.10.2019

17.10.2019

Board of Directors of IDGC of Centre, PJSC (Minutes №34/19 dated 17.10.2019)

Cash loan agreement №7700/00193/19, concluded on the following material conditions.

Parties of the Agreement:

IDGC of Centre, PJSC - «Lender»,

JSC “Sanatorium “Energetik” - «Borrower».

Subject of the Agreement:

The Lender transfers to the Borrower the funds in the amount of 1 535 444 000,00 (One billion five hundred thirty five million four hundred forty four thousand) rubles, and the Borrower agrees to repay the loan amount received with interest as stipulated by the Agreement.

For using the loan, the Borrower pays the Lender interest in the amount of 8% (eight percent) per annum. The calculation and accounting of interest for the use of each tranche is carried out separately.

Price of the Agreement:

1 928 854 199,67 RUB (including interest).

Duration of the Agreement:

This Agreement shall be deemed concluded from the date of transfer by the Lender to the Borrower of the first tranche amount.

The Borrower agrees to repay the loan amount with interest until 31.12.2022

1) IDGC of Centre, PJSC, whose controlled entity JSC “Sanatorium “Energetik” is a party to the transaction;

2) Controlling entity of the Company – PJSC Rosseti, whose controlled entity (indirectly through IDGC of Centre, PJSC) is a party to the transaction;

3) L.A. Sklyarova – a member of the Management Board of the Company, whose son, V.S. Sklyarov, holds the position of a member of the Board of Directors of JSC “Sanatorium “Energetik”

 

2. Transactions closed by the Company with state owned companies:

Item No.

No., date of the agreement

Parties to the agreement

Subject of the agreement

Price of the agreement

Related parties

Date of approval by the Board of Directors

Branch of IDGC of Centre, PJSC - Tambovenergo

1.

Agreement dated 30.10.2019

№ 6800/04438/19

IDGC of Centre, PJSC - «Grid Company»,

OJSC «Russian Railways» – «Applicant»

Services for grid connection of the 10 kV distribution substation Platonovka at the address: Tambov region, Rasskazovsky district, Platonovka station, on a land plot with cadastral number 68:00:0000000:0013

24 824 772,00 RUB, including VAT 20%

 

-

Approval was not required

2.

Agreement dated 25.11.2019

№ 6800/08793/19

IDGC of Centre, PJSC - «Grid Company»,

OJSC «Russian Railways» – «Applicant»

Services for grid connection of the 10 kV distribution substation Tambov station at the address: Tambovsky district, Tambov station, on a land plot with cadastral number 68:00:0000000:0013

50 987 587,86

RUB, including VAT 20%

-

Approval was not required

3. Transactions of the Company with shareholders of the Company holding at least 5% of voting shares of the Company:

For the reporting quarter the above mentioned transactions were not closed

4. Internal corporate transactions:

 

Item No.

No., date of the agreement

Parties to the agreement

Subject of the agreement

Price of the agreement

Related parties

Date of approval by the Board of Directors

Executive Office of IDGC of Centre, PJSC

1.

Agreement dated 18.10.2019

№ 7700/00193/19

 

IDGC of Centre, PJSC - «Lender»,

JSC “Sanatorium “Energetik”- «Borrower»

The Lender transfers to the Borrower the monetary funds, and the Borrower agrees to repay the loan amount received with interest as stipulated by the Agreement

1 928 854 199,67 RUB

1) IDGC of Centre, PJSC, whose controlled entity JSC “Sanatorium “Energetik” is a party to the transaction;

2) Controlling entity of the Company – PJSC Rosseti, whose controlled entity (indirectly through IDGC of Centre, PJSC) is a party to the transaction;

3) L.A. Sklyarova – a member of the Management Board of the Company, whose son, V.S. Sklyarov, holds the position of a member of the Board of Directors of JSC “Sanatorium “Energetik”

Board of Directors of IDGC of Centre, PJSC (Minutes №34/19 dated 17.10.2019)

 

5. Revenue-intensive transactions closed by the Company:

Item No.

No., date of the agreement

Parties to the agreement

Subject of the agreement

Price of the agreement

Related parties

Date of approval by the Board of Directors

Executive Office of IDGC of Centre, PJSC

1.

Agreement

№ 759L/19/050/ 7700/00206/19

dated 31.10.2019

LLC «Open Leasing Company» – «Lessor»;

IDGC of Centre, PJSC - «Lessee»

Finance lease (leasing)

3 223 560 000,00 RUB, including VAT

-

Board of Directors of IDGC of Centre, PJSC (Minutes №35/19 dated 30.10.2019)

 

6. Transactions of the Company with members of the Board of Directors of the Company and members of the management bodies of the Company:

For the reporting quarter the above mentioned transactions were not closed