1. Significant transactions: they were not closed in the reporting period.
2. Related party transactions: they were not closed in the reporting period.
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. |
02.03.2023 |
Not required |
Not required |
Paid services agreement № 7700/00015/23, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement:
Price of the Agreement:
Service provision period: The total term for the provision of the Services under the Agreement: from 01.01.2023 to 31.12.2023. Duration of the Agreement:
|
It is not a related party transaction |
3.2. |
02.03.2023 |
Not required |
Not required |
Agreement № DC 7700/00005/23 on termination of the Agreement for provision of paid technical supervision services dated 12.02.2018 № 7700/00085/18/20, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Parties agreed to terminate the Agreement from 01.01.2023. |
It is not a related party transaction |
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. |
01.01.2023 |
Not required |
Not required |
Agreement for provision of services for maintenance of power grid equipment and emergency recovery work № 3200/05075/22/42319046, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor assumes obligations for the maintenance and emergency recovery work of the power grid equipment (SS 110 kV Bryanskaya GRES), and the Customer undertakes to create the necessary conditions for the Contractor to provide services, accept their results and pay the price stipulated by the Agreement. Price of the Agreement: 3 821 240,20 rubles, including VAT (20 %) 636 873,37 rubles. Service provision period: The total term for the provision of the services under the Agreement is set from 01.01.2023 to 31.12.2023 inclusive. 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 |
4.2. |
01.01.2023 |
Not required |
Not required |
Agreement for provision of services for operational management, maintenance of electric grid equipment and emergency recovery work № 3200/04926/22/42316010, 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 services for the operational management, maintenance and emergency recovery work of power grid equipment (SS 110 kV Klintsovskaya), and the Customer undertakes to create the necessary conditions for the Contractor to provide the services, accept their results and pay the price, stipulated by the Agreement. Price of the Agreement: 5 748 181,68 rubles, including VAT (20 %) 958 030,28 rubles. Service provision period: The total term for the provision of the services under the Agreement is set from 01.01.2023 to 31.12.2023 inclusive. |
It is not a related party transaction |
4.3. |
11.01.2023 |
Not required |
Not required |
Amendment № DC3200/00005/23 to Lease Agreement for Vehicles with a Crew № 3200/00017/22 dated 30.12.2021, concluded on the following terms: Parties to the Amendment:
Subject of the Amendment: In accordance with the terms of the Amendment, the Agreement has been amended:
Price of the Amendment: - Duration of the Amendment: The Amendment comes into force from the moment it is signed by the parties, applies to the relations of the parties that arose from 29.11.2022 and is valid for the duration of the Agreement. |
It is not a related party transaction |
4.4. |
14.02.2023 |
Not required |
Not required |
Agreement for provision of calls processing services № 3100/01322/23/002000940, 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 provide the services of a telephone call processing centre (the Contact Centre’s services) for processing consumer requests of the Customer’s branches, in accordance with the List of the Services (Appendix № 1 to the Agreement), which is an integral part of the Agreement, and the Customer undertakes to accept these services and pay for them. Price of the Agreement: The marginal cost of the services under this Agreement may not exceed, excluding VAT, 97 726 006, 46 rubles 46 kopecks; including VAT – 117 271 297,75 rubles 75 kopecks, including VAT (20 %) 19 545 201,29 rubles 29 kopecks. Service provision period: The service provision period: from 01.01.2023 to 31.12.2023 or until the maximum amount under the Agreement is reached (whichever comes first). Duration of the Agreement: The Agreement comes into force from the moment of its signing by both Parties and extends its effect to the relations of the Parties from «01» January 2023 and is valid until «31» December 2023 or until the maximum amount under the agreement is reached (whichever comes first), provided full fulfillment by the parties of their obligations under the Agreement. |
It is not a related party transaction |
4.5. |
15.02.2023 |
Not required |
Not required |
Agreement for provision of services for spa treatment № 6800/00541/23, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: In accordance with the terms of the Agreement, the Contractor assumes obligations to provide services for sanatorium and resort treatment of employees of pre-retirement age to the Customer, and the Customer undertakes to accept and pay for the services provided in accordance with the terms of the Agreement. Price of the Agreement: 238 000 rubles 00 kopecks, VAT exempt. Service provision period: During the term of the Agreement. Duration of the Agreement: The Agreement comes into force on 01.03.2023 and is valid until 31.12.2023. |
It is not a related party transaction |
4.6. |
13.03.2023 |
Not required |
Not required |
Amendment № 1/DC3200/00118/23 to Agreement for provision of services for the operational management, maintenance of electric grid equipment and emergency recovery work 3200/04926/22/42316010 dated 01.01.2023, concluded on the following terms: Parties to the Amendment:
Subject of the Amendment: In accordance with the terms of the Amendment, amendments were made to the Agreement in terms of the cost of emergency recovery work (change of settings for EPZ-1636 OL 110 kV Zalineinaya to SS 110 kV Klintsovskaya). Price of the Amendment: 28 620,00 rubles, including VAT (20 %) 4 770,00 rubles. Duration of the Amendment: The Amendment comes into force from the moment it is signed by the parties and is valid for the entire duration of the agreement for provision of services for the operational management, maintenance of electric grid equipment and emergency recovery work № 42050836 dated 26.03.2021. |
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): they were not closed in the reporting period.
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.
1. 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 |
---|---|---|---|---|---|
1.1. |
28.04.2023 |
24.04.2023 |
Board of Directors of Rosseti Centre, PJSC (Minutes dated 26.04.2023 № 20/23) |
Agreement for provision of services for driving vehicles and performance of work on maintenance and repair of vehicles, № 6900/04353/23/2/2023, 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 a range of services for driving and maintenance of vehicles (hereinafter referred to as the Vehicle), as well as to perform work related to their maintenance and repair, in accordance with the terms of the Agreement. The works and services in terms of organizing the management and driving of the Vehicle include:
The works and services in terms of maintenance and repair of the Vehicle include:
Price of the Agreement: The price of works and services under the Agreement is not more than 495 009 024 rubles 00 kopecks, including 20% VAT in the amount of 82 501 504 rubles 00 kopecks, and includes:
Period for the provision of services and performance of work under the Agreement:
Duration of the Agreement:
|
|
1.2. |
03.11.2023 |
27.10.2023 |
Board of Directors of the Company (Minutes of the meeting dated 27.10.2023 № 49/23) |
Amendment № 2 to cash loan agreement with interest dated № 7700/00193/19 dated 18.10.2019, concluded on the following terms: Parties of the Amendment:
Subject and price: Внесение следующих изменений в договор денежного займа с процентами от 18.10.2019 № 7700/00193/19 между ПАО «Россети Центр» и АО «Санаторий «Энергетик» (далее - Договор):
The price of the Agreement taking into account amendments 1 and 2 includes:
Duration of the Amendment:
|
|
2. Significant transactions completed by the Company (transactions the subject of which is property, the value of which is 10 percent or more 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 |
---|---|---|---|---|---|
2.1. |
11.04.2023 |
07.04.2023 |
Management Board of Rosseti Centre, PJSC (Minutes of the meeting dated 07.04.2023 № 23/23) |
Agreement on opening of a revolving credit line № 380E00SL/7700/00117/23, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Lender undertakes to open a revolving credit line to the Borrower with a certain debt limit, and the Borrower undertakes to return the received loan to the Lender and pay interest for its use in the manner and on the terms provided for in the Agreement. Credit limit under the Agreement: 8 300 000 000 rubles. Interest rate: Taking into account the fixed interest rate – no more than 11,976% per annum. Purpose of using the loan: Financing of production, economic, investment and financial activities, refinancing of obligations on previously attracted loans to the Lender and/or third parties, as well as obligations under bond loans. 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 10 April 2028 (inclusive). The expiration of the Agreement shall entail the termination of the Lender’s obligations. In relation to the Borrower, the Agreement is valid until the Borrower fully fulfills its obligations under the Agreement. |
|
2.2. |
11.04.2023 |
07.04.2023 |
Management Board of Rosseti Centre, PJSC (Minutes of the meeting dated 07.04.2023 № 23/23) |
Agreement on opening of a revolving credit line № 380Е00CJG/7700/00118/23, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Lender undertakes to open a revolving credit line to the Borrower with a certain debt limit, and the Borrower undertakes to return the received loan to the Lender and pay interest for its use in the manner and on the terms provided for in the Agreement. Credit limit under the Agreement: 13 800 000 000 rubles. Interest rate: Taking into account the fixed interest rate – no more than 11,976% per annum. Purpose of using the loan: Financing of production, economic, investment and financial activities, refinancing of obligations on previously attracted loans to the Lender and/or third parties, as well as obligations under bond loans. 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 10 April 2028 (inclusive). The expiration of the Agreement shall entail the termination of the Lender’s obligations. In relation to the Borrower, the Agreement is valid until the Borrower fully fulfills its obligations under the Agreement. |
|
2.3. |
12.04.2023 |
07.04.2023 |
Management Board of Rosseti Centre, PJSC (Minutes of the meeting dated 07.04.2023 № 23/23) |
General agreement on general conditions for concluding credit transactions for provision of a loan № 0123-0008-GS/7700/00113/23, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Agreement defines the general conditions for concluding and executing credit transactions, on the basis of which the lender has the right, at its discretion, to provide loans to the Borrower, and the Borrower undertakes to return the received Loans, pay interest and fulfill other obligations stipulated by the Agreement and the Loan transactions concluded within its framework. Credit limit under the Agreement: 2 000 000 000 rubles. Interest rate: Taking into account the fixed interest rate – no more than 11,5 % per annum. Purpose of using the loan: Financing of production, economic, investment and financial activities, refinancing of obligations on previously attracted loans to the Lender and/or third parties, as well as obligations under bond loans. 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 on the date of its signing by the Parties and is valid until the Parties fully fulfill all obligations under it. |
|
2.4. |
12.04.2023 |
07.04.2023 |
Management Board of Rosseti Centre, PJSC (Minutes of the meeting dated 07.04.2023 № 23/23) |
General agreement on general conditions for concluding credit transactions for provision of a loan № 0123-0007-GS/7700/00112/23, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Agreement defines the general conditions for concluding and executing credit transactions, on the basis of which the lender has the right, at its discretion, to provide loans to the Borrower, and the Borrower undertakes to return the received Loans, pay interest and fulfill other obligations stipulated by the Agreement and the Loan transactions concluded within its framework. Credit limit under the Agreement: 2 000 000 000 rubles. Interest rate: Taking into account the fixed interest rate – no more than 11,5 % per annum. Purpose of using the loan: Financing of production, economic, investment and financial activities, refinancing of obligations on previously attracted loans to the Lender and/or third parties, as well as obligations under bond loans. 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 on the date of its signing by the Parties and is valid until the Parties fully fulfill all obligations under it. |
|
2.5. |
12.04.2023 |
07.04.2023 |
Management Board of Rosseti Centre, PJSC (Minutes of the meeting dated 07.04.2023 № 23/23) |
General agreement on general conditions for concluding credit transactions for provision of a loan № 0123-0010-GS/7700/00115/23, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Agreement defines the general conditions for concluding and executing credit transactions, on the basis of which the lender has the right, at its discretion, to provide loans to the Borrower, and the Borrower undertakes to return the received Loans, pay interest and fulfill other obligations stipulated by the Agreement and the Loan transactions concluded within its framework. Credit limit under the Agreement: 3 700 000 000 rubles. Interest rate: Taking into account the fixed interest rate – no more than 11,5 % per annum. Purpose of using the loan: Financing of production, economic, investment and financial activities, refinancing of obligations on previously attracted loans to the Lender and/or third parties, as well as obligations under bond loans. 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 on the date of its signing by the Parties and is valid until the Parties fully fulfill all obligations under it. |
|
2.6. |
12.04.2023 |
07.04.2023 |
Management Board of Rosseti Centre, PJSC (Minutes of the meeting dated 07.04.2023 № 23/23) |
General agreement on general conditions for concluding credit transactions for provision of a loan № 0123-0009-GS/7700/00114/23, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Agreement defines the general conditions for concluding and executing credit transactions, on the basis of which the lender has the right, at its discretion, to provide loans to the Borrower, and the Borrower undertakes to return the received Loans, pay interest and fulfill other obligations stipulated by the Agreement and the Loan transactions concluded within its framework. Credit limit under the Agreement: 4 500 000 000 rubles. Interest rate: Taking into account the fixed interest rate – no more than 11,5 % per annum. Purpose of using the loan: Financing of production, economic, investment and financial activities, refinancing of obligations on previously attracted loans to the Lender and/or third parties, as well as obligations under bond loans. 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 on the date of its signing by the Parties and is valid until the Parties fully fulfill all obligations under it. |
|
2.7. |
12.04.2023 |
07.04.2023 |
Management Board of Rosseti Centre, PJSC (Minutes of the meeting dated 07.04.2023 № 23/23) |
General agreement on general conditions for concluding credit transactions for provision of a loan № 0123-0011-GS/7700/00116/23, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Agreement defines the general conditions for concluding and executing credit transactions, on the basis of which the lender has the right, at its discretion, to provide loans to the Borrower, and the Borrower undertakes to return the received Loans, pay interest and fulfill other obligations stipulated by the Agreement and the Loan transactions concluded within its framework. Credit limit under the Agreement: 4 100 000 000 rubles. Interest rate: Taking into account the fixed interest rate – no more than 11,5 % per annum. Purpose of using the loan: Financing of production, economic, investment and financial activities, refinancing of obligations on previously attracted loans to the Lender and/or third parties, as well as obligations under bond loans. 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 on the date of its signing by the Parties and is valid until the Parties fully fulfill all obligations under it. |
|
2.8. |
17.05.2023 |
07.04.2023 |
Management Board of Rosseti Centre, PJSC (Minutes of the meeting dated 07.04.2023 № 23/23) |
Agreement on provision of Loans within the Aggregate Lending Limit № KS-25350/0005/B-23/7700/00119/23, concluded on the following terms: Parties to the Agreement:
Subject of the Agreement: The Agreement governs the relationship regarding the provision of a Loan/Loans by the Lender to the Borrower and the repayment of debt under the Loan/Loans to the Borrower on the terms and conditions set forth in the Agreement. Credit limit under the Agreement: 9 600 000 000 rubles. Interest rate: Taking into account the fixed interest rate – no more than 11,976% per annum. Purpose of using the loan: Financing of production, economic and investment activities, refinancing of debt on loans to third parties – credit institutions (in terms of borrowed funds used within the framework of the purposes permitted by the Agreement, as well as in terms of borrowed funds used to refinance its own obligations to credit institutions), repayment obligations under bond loans, as well as repayment (refinancing) of own obligations (in terms of the principal debt) under loan agreements to the Lender, payment of dividends. 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 on the date of its signing by the Parties and is valid until the Borrower fulfills obligations under the Agreement. |
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