Hotline of power engineering specialists:
1. Significant transactions: they were not closed in the reporting period.
2. Related party transactions:
|
Item No. |
Date of the transaction |
Date of approval (obtaining consent to conclude the transaction) |
The body of the company that made the decision to grant consent to the transaction |
Subject of the transaction and its essential terms |
Information about the person (persons) related to the transaction, grounds of relation |
|---|---|---|---|---|---|
|
2.1. |
30.12.2022 |
29.12.2022 |
Board of Directors of Rosseti Centre, PJSC (Minutes of the meeting dated 29.12.2022 # 69/22) |
Agreement for the provision of services for the organization of the functioning and development of the electric grid complex № 7294/7700/00447/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Contractor undertakes to provide the Customer with the service for organizing the functioning and development of the Customer’s power grid complex (hereinafter referred to as the Service) in accordance with the terms of the Agreement, and the Customer undertakes to accept and pay for the Service in accordance with the terms of the Agreement. Price of the Agreement:
The price of the Service under the Agreement for the period from 01.07.2022 to 31.12.2022 is no more than 109 249 430 (One hundred nine million two hundred and forty nine thousand four hundred and thirty) rubles 21 kopecks, plus VAT (20%) in the amount of 21 849 886 (Twenty one million eight hundred forty nine thousand eight hundred eighty six) rubles 04 kopecks, the total price of the Service with VAT is not more than 131 099 316 (One hundred thirty one million ninety nine thousand three hundred and sixteen) rubles 25 kopecks. Term for the provision of the Service under the Agreement:
The beginning of the provision of the Service: 01.07.2022; Duration of the Agreement: The Agreement enters into force from the moment of its signing by the Parties. The terms of the Agreement shall apply to the relations of the Parties established between the Parties from 01.07.2022. |
PJSC Rosseti - controlling entity of Rosseti Centre, PJSC, simultaneously being a party to the transaction. |
|
2.2. |
30.12.2022 |
Was not approved, due to the fact that the corresponding request was not received |
Was not approved, due to the fact that the corresponding request was not received |
Amendment № 1/DC 7700/00074/22 to Interest Free Loan Agreement № 5720 dated 16.07.2020, concluded on the following terms: Parties to the Amendment:
Subject of the Amendment:
Changing paragraph 3.5 of the Agreement: Duration of the Amendment: The Amendment comes into force from the date of its signing by the Parties and is valid for the entire duration of the Agreement. The terms of the Amendment shall apply to the legal relations of the Parties that have arisen since the conclusion of the Agreement. |
PJSC Rosseti - controlling entity of Rosseti Centre, PJSC, simultaneously being a party to the transaction. |
3. Transactions of the Company with shareholders of the Company holding at least 5% of voting shares of the Company:
|
Item No. |
Date of the transaction |
Date of approval (obtaining consent to conclude the transaction) |
The body of the company that made the decision to grant consent to the transaction |
Subject of the transaction and its essential terms |
Information about the person (persons) related to the transaction, grounds of relation |
|---|---|---|---|---|---|
|
3.1. |
17.10.2022 |
Not required |
Not required |
License agreement №6975/7700/00338/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Licensor, which is the copyright holder of the ROSSETI Electric Transport trademark, grants the Licensee, under the terms of a simple (non-exclusive) license, the right to use this trademark for the period specified in the Agreement, and the Licensee undertakes to use the trademark in relation to the goods and services specified in the Agreement. Price of the Agreement: 21 953,83 rubles, including VAT (20 %) 3 658,97 rubles. The term for granting the non-exclusive right to the trademark: Until 26 June 2030. Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the Parties fully fulfill their obligations. |
It is not a related party transaction |
|
3.2. |
17.10.2022 |
Not required |
Not required |
License agreement №6967/7700/00339/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Licensor, which is the copyright holder of the trademarks "ROSSETI", "ROSSETI", "ROSSETI Centre", grants the Licensee, under the terms of a simple (non-exclusive) license, the right to use these trademarks for the period specified in the Agreement, and the Licensee undertakes to use the trademark in relation to goods and services specified in the Agreement. Price of the Agreement: 289 694,23 rubles, including VAT (20 %) 48 282,37 rubles. The term for granting the non-exclusive right to the trademark:
Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the Parties fully fulfill their obligations. |
It is not a related party transaction |
|
3.3. |
30.12.2022 |
29.12.2022 |
Board of Directors of Rosseti Centre, PJSC (Minutes of the meeting dated 29.12.2022 # 69/22) |
Agreement for the provision of services for the organization of the functioning and development of the electric grid complex № 7294/7700/00447/22, see paragraph 2.1. of the review |
See paragraph 2.1. of the review |
|
3.4. |
30.12.2022 |
Was not approved, due to the fact that the corresponding request was not received |
Was not approved, due to the fact that the corresponding request was not received |
Amendment № 1/DC 7700/00074/22 to Interest Free Loan Agreement № 5720 dated 16.07.2020, see paragraph 2.2. of the review |
See paragraph 2.2. of the review |
4. Internal corporate transactions:
|
Item No. |
Date of the transaction |
Date of approval (obtaining consent to conclude the transaction) |
The body of the company that made the decision to grant consent to the transaction |
Subject of the transaction and its essential terms |
Information about the person (persons) related to the transaction, grounds of relation |
|---|---|---|---|---|---|
|
4.1. |
01.11.2022 |
Not required |
Not required |
Paid services agreement № 7700/00359/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes to provide the Customer with services for maintaining a regulatory reference information management system for the needs of the Customer’s branches, and the Customer undertakes to accept and pay for the services rendered. Price of the Agreement: 36 735 000,00 rubles, including VAT (20 %) 6 122 500,00 rubles. The term for the provision of services under the Agreement:
Start: 01.10.2022. Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the full fulfillment by the Parties of all obligations under it. The Agreement extends its effect to the relations of the parties that arose from 01 October 2022. |
It is not a related party transaction |
|
4.2. |
08.11.2022 |
Not required |
Not required |
Vehicle purchase and sale agreement № 3100/22136/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Seller undertakes to transfer ownership to the Buyer, and the Buyer undertakes to accept and pay at the price and under the terms of the Agreement, for the used movable property - the vehicle. Price of the Agreement: 2 376 000,00 rubles, including VAT (20 %) 396 000 rubles. Duration of the Agreement: The Agreement comes into force from the moment of its signing by the Parties and is valid until the moment they fulfill all their obligations. |
It is not a related party transaction |
|
4.3. |
15.11.2022 |
Not required |
Not required |
Paid services agreement № 7700/00350/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes to provide the Customer with services for the development, adaptation and implementation of the service for interacting with customers on the issues of the absence of electricity "There is light!" for the needs of the Customer’s branches, and the Customer undertakes to accept and pay for the services rendered. Price of the Agreement: 5 280 000,00 rubles, VAT exempt. The term for the provision of services under the Agreement:
Start: 17.10.2022. Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the full fulfillment by the Parties of all obligations under it. The Agreement extends its effect to the relations of the parties that arose from 17 October 2022. |
It is not a related party transaction |
|
4.4. |
25.11.2022 |
Not required |
Not required |
Agreement for lease of technical (motor) vehicles without provision of services for driving and maintenance № 7700/00380/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Lessor provides the Lessee with temporary possession and use for a fee of a motor vehicle owned by the Lessor for the purpose of transporting the Lessee’s personnel. Price of the Agreement: 360 000,00 rubles, including VAT (20 %). Lease term under the Agreement:
Start: 25.11.2022. Duration of the Agreement: The Agreement comes into force from the moment of its signing and is valid until 24 November 2023 (inclusive). |
It is not a related party transaction |
|
4.5. |
28.11.2022 |
Not required |
Not required |
Paid services agreement № 3200/05098/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes to provide the Customer with the services of preparing conclusions of a cadastral engineer in relation to electric grid facilities within the framework of judicial proceedings to recognize them as movable ownerless facilities with further recognition of rights to such facilities by the electric grid company, in accordance with the terms of reference and the List of Services, and the Customer undertakes to accept these services and pay for them. Price of the Agreement: 475 800,00 rubles, including VAT (20 %) 79 300 rubles. The term for the provision of services under the Agreement:
Start: from the moment of signing of the Agreement. Duration of the Agreement: The Agreement comes into force from the moment of its signing by both Parties and is valid until the Parties fully fulfill their obligations under the Agreement. |
It is not a related party transaction |
|
4.6. |
30.11.2022 |
Not required |
Not required |
Paid services agreement № 3200/04670/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes to provide the Customer with services (printing products), in accordance with the specification, terms and cost determined by the Agreement, and the Customer undertakes to accept these services and pay for them. Price of the Agreement: 166 768,57 rubles, including VAT (20 %) 27 794,76 rubles. The term for the provision of services under the Agreement:
Start: from the moment of signing of the Agreement. Duration of the Agreement: The Agreement comes into force from the moment of its signing by both Parties and is valid until 31.12.2022, subject to the full fulfillment of obligations by the Parties under the Agreement. |
It is not a related party transaction |
|
4.7. |
30.11.2022 |
Not required |
Not required |
Agreement for performance of emergency and restoration work № 7700/00375/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes, on instructions of the Customer, to perform emergency and restoration work to eliminate consequences of failures that occurred between 30.11.2021 and 03.12.2021 at the Customer’s power grid facilities caused by equipment damage as a result of natural disasters, and transfer the result of the work to the Customer, and the Customer undertakes to accept the result of the work and pay for it in the manner prescribed by the Agreement. Price of the Agreement: 6 619 174,90 rubles, including VAT (20 %) 1 103 195,82 rubles. Turnaround time under the Agreement:
Start: 30.11.2021. Duration of the Agreement: The Agreement comes into force from the moment of signing, extends its effect to the legal relations of the Parties that have actually developed since 30 November 2021, and is valid until the Parties fully fulfill all their obligations under the Agreement. |
It is not a related party transaction |
|
4.8. |
01.12.2022 |
Not required |
Not required |
Lease agreement for non-residential premises № 7700/00366/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Lessor undertakes to provide the premises to the Lessee for temporary paid use and possession, and the Lessee undertakes to accept the premises for paid use and possession under the terms of the Agreement. The rented premises are provided to the Lessee for the purpose of catering for the Lessor’s employees. Price of the Agreement: 963 816,70 rubles, including VAT (20 %) 160 636,12 rubles. Lease term under the Agreement:
Start: 01.12.2022. Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the full fulfillment by the Parties of all obligations under it. |
It is not a related party transaction |
|
4.9. |
01.12.2022 |
Not required |
Not required |
Paid services agreement № 3200/04550/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes to provide the Customer with services in the main areas of the Customer’s activities in accordance with the List of Services, and the Customer undertakes to accept and pay for the services rendered. Price of the Agreement: 126 319 906,20 rubles, including VAT (20 %) 21 053 317,68 rubles. The term for the provision of services under the Agreement:
Start: 01.12.2022. Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the Parties fully fulfill all obligations under the Agreement. |
It is not a related party transaction |
|
4.10. |
02.12.2022 |
Not required |
Not required |
Paid services agreement № 7700/00407/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes to provide the Customer with services for implementation of a unified integration platform for the functionality of supporting business processes for the provision of services and interaction with customers and providing access to the minimum set of functions of smart metering systems for electrical energy (capacity) for the needs of the Customer’s branches, and the Customer undertakes to accept and pay for the Services rendered. Price of the Agreement: 103 489 538,60 rubles, including VAT (20 %) 17 239 538,60 rubles. The term for the provision of services under the Agreement:
Start: 14.11.2022. Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the full fulfillment by the Parties of all obligations under it. |
It is not a related party transaction |
|
4.11. |
06.12.2022 |
Not required |
Not required |
Paid services agreement № 6800/04892/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes to provide the Customer with the following services for conducting pre-trip, post-trip, pre-shift, post-shift medical examinations of drivers, and the Customer undertakes to accept and pay for the Services rendered. Price of the Agreement: 5 003 060,00 rubles, VAT exempt. The term for the provision of services under the Agreement:
Start: 01.01.2023. Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the full fulfillment by the Parties of all obligations under it. |
It is not a related party transaction |
|
4.12. |
07.12.2022 |
Not required |
Not required |
Amendment № 1/DC3100/02640/22 to Agreement for provision of services to process calls № 3100/01922/22 dated 09.02.2022, concluded on the following terms: Parties to the Amendment:
Subject of the Amendment:
In accordance with the terms of the Amendment, the following changes and additions have been made:
Duration of the Amendment: The Amendment comes into force from the moment of conclusion, extends its effect to the legal relations of the Parties from 01.09.2022. |
It is not a related party transaction |
|
4.13. |
14.12.2022 |
Not required |
Not required |
Paid services agreement № 3600/17745/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes to provide the Customer with services for organizing management and performing functions in the main areas of the Customer’s activities in accordance with the List of Services, and the Customer undertakes to accept and pay for the Services rendered. Price of the Agreement: 9 219 187,20 rubles, including VAT (20%) 1 536 531,20 rubles. The term for the provision of services under the Agreement:
Start: 31.12.2022. Duration of the Agreement: The Agreement enters into force on 31.12.2022 and is valid until the Parties fully fulfill all obligations under it. |
It is not a related party transaction |
|
4.14. |
14.12.2022 |
Not required |
Not required |
Agreement for performance of emergency and restoration work № 3600/18002/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the concluded agreement on the performance of emergency and restoration work № 3600/03296/22 dated 25.02.2022 and in accordance with the written request of the Customer, under the terms of the Agreement, the Contractor undertakes to perform emergency and restoration work to repair the Customer’s facilities, and the Customer undertakes to accept and pay for the work performed. Price of the Agreement: 88 256,34 rubles, including VAT (20 %) 14 709,39 rubles. Turnaround time under the Agreement:
Start: from the moment of receiving a written notice of the need to eliminate consequences of a failure. Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the Parties fully fulfill all obligations under the Agreement. |
It is not a related party transaction |
|
4.15. |
21.12.2022 |
Not required |
Not required |
Agreement for provision of services for maintenance of electric grid equipment № 3100/17989/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes to provide maintenance services for the Customer’s electric grid equipment with its own forces, and the Customer undertakes to provide access to the equipment, accept and pay for the services. Price of the Agreement: 10 008 407,20 rubles, including VAT (20 %) 1 668 067,86 rubles. The term for the provision of services under the Agreement:
Start: 01.7.2022. Duration of the Agreement: The Agreement comes into force from the moment of signing, extends its effect to the relations of the parties that arose from 01.07.2022, and is valid for 11 months, subject to the full fulfillment of obligations by the parties under the Agreement. |
It is not a related party transaction |
|
4.16. |
21.12.2022 |
Not required |
Not required |
Agreement for performance of emergency and restoration work № 7700/00377/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes, on instructions of the Customer, to perform emergency and restoration work to eliminate consequences of failures that occurred between 30.11.2021 and 03.12.2021 at the Customer’s power grid facilities caused by equipment damage as a result of natural disasters, and transfer the result of the work to the Customer, and the Customer undertakes to accept the result of the work and pay for it in the manner prescribed by the Agreement. Price of the Agreement: 279 646,18 rubles, including VAT (20 %) 46 607,70 rubles. Turnaround time under the Agreement:
Start: 30.11.2021. Duration of the Agreement: The Agreement comes into force from the moment of signing, extends its effect to the legal relations of the Parties that have actually developed since 30 November 2021, and is valid until the Parties fully fulfill all their obligations under the Agreement. |
It is not a related party transaction |
|
4.17. |
21.12.2022 |
Not required |
Not required |
Agreement for performance of emergency and restoration work № 7700/00376/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes, on instructions of the Customer, to perform emergency and restoration work to eliminate consequences of failures that occurred between 30.11.2021 and 03.12.2021 at the Customer’s power grid facilities caused by equipment damage as a result of natural disasters, and transfer the result of the work to the Customer, and the Customer undertakes to accept the result of the work and pay for it in the manner prescribed by the Agreement. Price of the Agreement: 516 959,18 rubles, including VAT (20 %) 86 159,86 rubles. Turnaround time under the Agreement:
Start: 30.11.2021. Duration of the Agreement: The Agreement comes into force from the moment of signing, extends its effect to the legal relations of the Parties that have actually developed since 30 November 2021, and is valid until the Parties fully fulfill all their obligations under the Agreement. |
It is not a related party transaction |
|
4.18. |
27.12.2022 |
Not required |
Not required |
Supply agreement № 7700/00434/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Supplier undertakes to deliver the goods to the Buyer, and the Buyer undertakes to accept and pay for the goods specified in the specifications to the Agreement. The nomenclature and quantity of the goods, their quality and equipment (technical part), as well as the conditions, periods of delivery, the delivery procedure, the point of shipment and (or) the point of receipt of the Goods, the schedule for the delivery of goods, are determined by the appendices to the Agreement. Price of the Agreement: 5 112 000,00 rubles, including VAT (20 %) 852 000,00 rubles. Goods delivery period:
Start: 27.12.2022. Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the full fulfillment by the Parties of all obligations under it. |
It is not a related party transaction |
|
4.19. |
30.12.2022 |
Not required |
Not required |
Paid services agreement № 7700/00444/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor undertakes to provide the Customer with services for maintaining SAP BASIS of the corporate resource management information system (ERP) for the needs of the Customer’s branches, and the Customer undertakes to accept and pay for the Services rendered. Price of the Agreement: 26 999 935,20 rubles, including VAT (20 %) 4 499 989,20 rubles. The term for the provision of services under the Agreement:
Start: 01.01.2023. Duration of the Agreement: The Agreement comes into force from the date of its signing and is valid until the full fulfillment by the Parties of all obligations under it. |
It is not a related party transaction |
5. Revenue-intensive transactions closed by the Company (transactions, the subject of which is property, the value of which is 10 or more percent of the book value of the Company’s assets):
|
Item No. |
Date of the transaction |
Date of approval (obtaining consent to conclude the transaction) |
The body of the company that made the decision to grant consent to the transaction |
Subject of the transaction and its essential terms |
Information about the person (persons) related to the transaction, grounds of relation |
|---|---|---|---|---|---|
|
5.1. |
20.12.2022 |
07.12.2022 |
Management Board of Rosseti Centre, PJSC (Minutes of the meeting dated 07.12.2022 # 74/22) |
Agreement on provision of the Loans within the total credit limit № KC-25350/0028/В-22/7700/00412/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Agreement governs the relationship for the provision by the Lender to the Borrower of the Loan/Credits and for the repayment of debt under the Loan/Credits by the Borrower on the terms and conditions set forth in the Agreement. Lending limit under the Agreement: 13 800 000 000 rubles. Credit line term under the Agreement: 60 months from the date of conclusion of the Agreement. Duration of the Agreement: The Agreement comes into force from the date of its signing by the Parties and is valid until the fulfillment of the Borrower’s Obligations under the Agreement. |
It is not a related party transaction |
|
5.2. |
22.12.2022 |
07.12.2022 |
Management Board of Rosseti Centre, PJSC (Minutes of the meeting dated 07.12.2022 # 74/22) |
Agreement on opening a revolving credit line № 380Е00CJH/7700/00416/22, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, a revolving credit line is opened for the Borrower with a debt limit, and the Borrower undertakes to repay the received Loan to the Lender and pay interest for using the Loan in the manner and on the terms stipulated by the Agreement. Lending limit under the Agreement: 13 800 000 000 rubles. Credit line term under the Agreement: 60 months from the date of conclusion of the Agreement. Duration of the Agreement: The Agreement comes into force from the date of its signing by authorized representatives of the Parties and is valid until 21 December 2027 (inclusive). |
It is not a related party transaction |
6. Transactions of the Company with members of the Board of Directors of the Company and members of the management bodies of the Company: they were not closed in the reporting period.