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Review of transactions for 2024

Review of transactions for 1Q 2024

1. Related party transactions:

Item No.

Information on transactions

1.1.

Amendment № DC7700/00009/24 to Agreement on the transfer of powers of the sole executive body of Rosseti Centre and Volga region, PJSC to Rosseti Centre, PJSC dated 7 October 2020 No. 7700/00224/20

Date of the transaction: 23.01.2024.

Date of approval (obtaining consent to conclude the transaction): Notice of Rosseti Centre, PJSC dated 26.12.2023 № MR1-TSA/7/3/1729 on the related party transaction.

The body of the company that made the decision to grant consent to the transaction: The issue of consent to the conclusion of the transaction planned to be concluded on the terms specified in the Notice was not submitted for consideration by the Board of Directors of the Company due to the fact that the Company did not receive a corresponding request.

Essential conditions:

Parties to the Amendment:

  • Public Joint stock company «Rosseti Centre» (Rosseti Centre, PJSC) – (the Managing Organization);

  • Public Joint stock company «Rosseti Centre and Volga region» (Rosseti Centre and Volga region, PJSC) – (the Company).

Subject of the Amendment:

  • The subject of the Amendment № DC7700/00009/24 to Agreement on the transfer of powers of the sole executive body of Rosseti Centre and Volga region, PJSC to Rosseti Centre, PJSC dated 7 October 2020 No. 7700/00224/20 can be found at the link.

Additional terms:

  • The terms of the Agreement, not stipulated in the Amendment, are valid in the previous edition.

Duration of the Amendment:

  • The Amendment comes into force from the moment of its signing by the Parties. The Agreement is considered amended and valid as amended, taking into account the changes made by the Amendment, starting from 01.01.2023.
Information about the person (persons) related to the transaction, grounds of relation:
  • PJSC Rosseti - Controlling entity of Rosseti Centre, PJSC and Rosseti Centre Volga region, PJSC;
  • Maxim Sergeevich Agafonov - a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC;
  • Elena Viktorovna Andreeva - a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC, also being a member of the Board of Directors of Rosseti Centre and Volga region, PJSC;
  • Vitaly Yuryevich Zarkhin – a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC, also being a member of the Board of Directors of Rosseti Centre and Volga region, PJSC;
  • Maria Vyacheslavna Korotkova - a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC;
  • Maria Alexandrovna Dokuchaeva - a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC;
  • Alexey Nikolayevich Zharikov - a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC;
  • Evgeny Viktorovich Lyapunov - a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC, also being a member of the Board of Directors of Rosseti Centre and Volga region, PJSC;
  • Igor Vladimirovich Makovskiy - General Director, Chairman of the Management Board, a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the positions of General Director, Chairman of the Management Board, a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC, also being a member of the Board of Directors and Chairman of the Management Board of Rosseti Centre and Volga region, PJSC;
  • Yulia Alexandrovna Leshchevskaya - a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC;
  • Andrey Vladimirovich Morozov - a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC, also being a member of the Board of Directors of Rosseti Centre and Volga region, PJSC;
  • Andrey Petrovich Tulba – a member of the Board of Directors of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Board of Directors of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC;
  • Artem Gennadievich Aleshin - a member of the Management Board of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Management Board of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC, also being a member of the Management Board of Rosseti Centre and Volga region, PJSC;
  • Sergey Nikolayevich Demidov - a member of the Management Board of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Management Board of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC;
  • Alexander Vladimirovich Egorychev - a member of the Management Board of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Management Board of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC, also being a member of the Management Board of Rosseti Centre and Volga region, PJSC;
  • Konstantin Sergeevich Mikhailenko - a member of the Management Board of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Management Board of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC, also being a member of the Management Board of Rosseti Centre and Volga region, PJSC;
  • Alexey Dmitrievich Savostin - a member of the Management Board of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Management Board of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC, also being a member of the Management Board of Rosseti Centre and Volga region, PJSC;
  • Lyudmila Alexeevna Sklyarova - a member of the Management Board of Rosseti Centre, PJSC, simultaneously holding the position of a member of the Management Board of the managing organization of Rosseti Centre and Volga region, PJSC - Rosseti Centre, PJSC.
Review of transactions for 2Q 2024

No transactions subject to disclosure were closed.

Review of transactions for 3Q 2024

1. Material 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.

Information on transactions

1.1.

Agreement on opening of a revolving credit line № 0EXZ2L/7700/00135/24

Date of the transaction: 16.08.2024.

Date of approval (obtaining consent to conclude the transaction): Minutes dated 12.08.2024 № 51/24.

The body of the company that made the decision to grant consent to the transaction: Management Board of Rosseti Centre, PJSC.

Essential conditions:

Parties to the Agreement:

  • Public Joint stock company «Rosseti Centre» – Borrower;

  • Joint Stock Company Alfa-Bank – Lender.

Subject of the Agreement:

  • The Lender undertakes to open a revolving credit line to the Borrower with a debt limit in the amount of 10 000 000 000 rubles for a period until 16.08.2029, 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 under the Agreement.

Credit line debt limit:

  • The maximum amount of one-time debt on any day of the Credit Line term is no more than 10 000 000 000 (Ten billion) rubles.

Purpose of providing the Loan:

  • Financing of production, economic, investment and financial activities, refinancing of obligations on previously attracted loans to the Lender (principal debt) and/or third parties, as well as obligations under bond loans.

Credit line term:

  • 60 months from the date of the agreement, the Borrower is obliged to repay all received Loans no later than the expiration date of the Credit Line.

Providing the Loans:

  • It is made in tranches, the term of each of which cannot exceed 60 months.

Interest rate for using the provided loan:

  • for a fixed interest rate - in an amount not exceeding the Key Rate of the Bank of Russia, effective as of the Date of signing the Application for the provision of the relevant Tranche, increased by 6.455% (Six point four hundred fifty-five thousandths of a percent) per annum. Such interest rate is specified by the Borrower in the Application and is fixed for the period of use of the Tranche;
  • for a floating interest rate - in an amount not exceeding the current Key Rate of the Bank of Russia, increased by no more than 6.455% (Six point four hundred fifty-five thousandths of a percent) per annum. Such interest rate is floating during the period of use of the Tranche.

Penalty:

  • In case of late repayment of the Loan (Loan tranche), the Lender has the right to demand that the Borrower pay a penalty in the amount of the interest rate on the Loan tranche increased by 1.5 (one point five tenths) times, as a percentage per annum, of the amount of the unfulfilled obligation for each day of delay. The penalty is accrued until the date of writing off the corresponding amount of the Loan (Loan Tranche) from the Borrower’s current account with the Lender or until the date of crediting the entire amount of the principal debt to the Lender’s account.
  • In case of late payment of interest, the Lender has the right to demand that the Borrower pay a penalty in the amount of the interest rate on the Loan tranche increased by 1.5 (one point five tenths) times, as a percentage per annum, of the amount of the unfulfilled obligation for each day of delay. The penalty shall accrue until the date of writing off the corresponding amount of interest from the Borrower’s current account with the Lender or until the date of crediting the amount of the Borrower’s debt on interest to the Lender’s account.
Information about the person (persons) related to the transaction, grounds of relation:
  • No approval was required.

1.2.

Agreement on opening of a revolving credit line № 0EXV5L/7700/00136/24

Date of the transaction: 16.08.2024.

Date of approval (obtaining consent to conclude the transaction): Minutes dated 12.08.2024 № 51/24.

The body of the company that made the decision to grant consent to the transaction: Management Board of Rosseti Centre, PJSC.

Essential conditions:

Parties to the Agreement:

  • Public Joint stock company «Rosseti Centre» – Borrower;

  • Joint Stock Company Alfa-Bank – Lender.

Subject of the Agreement:

  • The Lender undertakes to open a revolving credit line to the Borrower with a debt limit in the amount of 10 000 000 000 rubles for a period until 16.08.2029, 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 under the Agreement.

Credit line debt limit:

  • The maximum amount of one-time debt on any day of the Credit Line term is no more than 10 000 000 000 (Ten billion) rubles.

Purpose of providing the Loan:

  • Financing of production, economic, investment and financial activities, refinancing of obligations on previously attracted loans to the Lender (principal debt) and/or third parties, as well as obligations under bond loans.

Credit line term:

  • 60 months from the date of the agreement, the Borrower is obliged to repay all received Loans no later than the expiration date of the Credit Line.

Providing the Loans:

  • It is made in tranches, the term of each of which cannot exceed 60 months.

Interest rate for using the provided loan:

  • for a fixed interest rate - in an amount not exceeding the Key Rate of the Bank of Russia, effective as of the Date of signing the Application for the provision of the relevant Tranche, increased by 6.455% (Six point four hundred fifty-five thousandths of a percent) per annum. Such interest rate is specified by the Borrower in the Application and is fixed for the period of use of the Tranche;
  • for a floating interest rate - in an amount not exceeding the current Key Rate of the Bank of Russia, increased by no more than 6.455% (Six point four hundred fifty-five thousandths of a percent) per annum. Such interest rate is floating during the period of use of the Tranche.

Penalty:

  • In case of late repayment of the Loan (Loan tranche), the Lender has the right to demand that the Borrower pay a penalty in the amount of the interest rate on the Loan tranche increased by 1.5 (one point five tenths) times, as a percentage per annum, of the amount of the unfulfilled obligation for each day of delay. The penalty is accrued until the date of writing off the corresponding amount of the Loan (Loan Tranche) from the Borrower’s current account with the Lender or until the date of crediting the entire amount of the principal debt to the Lender’s account.
  • In case of late payment of interest, the Lender has the right to demand that the Borrower pay a penalty in the amount of the interest rate on the Loan tranche increased by 1.5 (one point five tenths) times, as a percentage per annum, of the amount of the unfulfilled obligation for each day of delay. The penalty shall accrue until the date of writing off the corresponding amount of interest from the Borrower’s current account with the Lender or until the date of crediting the amount of the Borrower’s debt on interest to the Lender’s account.
Information about the person (persons) related to the transaction, grounds of relation:
  • No approval was required.

1.3.

Agreement on opening of a revolving credit line № 0DXH6L/7700/00137/24

Date of the transaction: 16.08.2024.

Date of approval (obtaining consent to conclude the transaction): Minutes dated 12.08.2024 № 51/24.

The body of the company that made the decision to grant consent to the transaction: Management Board of Rosseti Centre, PJSC.

Essential conditions:

Parties to the Agreement:

  • Public Joint stock company «Rosseti Centre» – Borrower;

  • Joint Stock Company Alfa-Bank – Lender.

Subject of the Agreement:

  • The Lender undertakes to open a revolving credit line to the Borrower with a debt limit in the amount of 10 000 000 000 rubles for a period until 16.08.2029, 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 under the Agreement.

Credit line debt limit:

  • The maximum amount of one-time debt on any day of the Credit Line term is no more than 10 000 000 000 (Ten billion) rubles.

Purpose of providing the Loan:

  • Financing of production, economic, investment and financial activities, refinancing of obligations on previously attracted loans to the Lender (principal debt) and/or third parties, as well as obligations under bond loans.

Credit line term:

  • 60 months from the date of the agreement, the Borrower is obliged to repay all received Loans no later than the expiration date of the Credit Line.

Providing the Loans:

  • It is made in tranches, the term of each of which cannot exceed 60 months.

Interest rate for using the provided loan:

  • for a fixed interest rate - in an amount not exceeding the Key Rate of the Bank of Russia, effective as of the Date of signing the Application for the provision of the relevant Tranche, increased by 6.455% (Six point four hundred fifty-five thousandths of a percent) per annum. Such interest rate is specified by the Borrower in the Application and is fixed for the period of use of the Tranche;
  • for a floating interest rate - in an amount not exceeding the current Key Rate of the Bank of Russia, increased by no more than 6.455% (Six point four hundred fifty-five thousandths of a percent) per annum. Such interest rate is floating during the period of use of the Tranche.

Penalty:

  • In case of late repayment of the Loan (Loan tranche), the Lender has the right to demand that the Borrower pay a penalty in the amount of the interest rate on the Loan tranche increased by 1.5 (one point five tenths) times, as a percentage per annum, of the amount of the unfulfilled obligation for each day of delay. The penalty is accrued until the date of writing off the corresponding amount of the Loan (Loan Tranche) from the Borrower’s current account with the Lender or until the date of crediting the entire amount of the principal debt to the Lender’s account.
  • In case of late payment of interest, the Lender has the right to demand that the Borrower pay a penalty in the amount of the interest rate on the Loan tranche increased by 1.5 (one point five tenths) times, as a percentage per annum, of the amount of the unfulfilled obligation for each day of delay. The penalty shall accrue until the date of writing off the corresponding amount of interest from the Borrower’s current account with the Lender or until the date of crediting the amount of the Borrower’s debt on interest to the Lender’s account.
Information about the person (persons) related to the transaction, grounds of relation:
  • No approval was required.
Review of transactions for 4Q 2024

1. Significant transactions were not closed in the reporting period.

2. Related party transactions:

Item No.

Information on transactions

2.1.

Amendment № 2 to interest-free loan Agreement from 16.07.2020 № 5720

Date of the transaction: 28.12.2024.

Date of approval (obtaining consent to conclude the transaction): Minutes of 28.12.2024 # 60/24.

The body of the company that made the decision to grant consent to the transaction: Board of Directors of Rosseti Centre, PJSC.

Essential conditions:

Parties to the Amendment:

  • Public Joint stock company «Rosseti Centre» – Borrower;

  • Federal Grid Company – Rosseti, Public Joint Stock Company – Lender.

Subject of the Amendment:

  • Amending clause 3.5. of the Agreement:
    «3.5. The repayment of the principal debt amount is carried out annually, starting from 2026 no later than 20 December of the corresponding year, in the amount of at least 1/5 of the principal debt amount under the agreement as of 01.01.2025. The final repayment of the principal debt is carried out no later than 31.12.2030.
    If the date of repayment of the Loan Amount in accordance with this paragraph falls on a non-working holiday or weekend, regardless of whether it is a state holiday or a day off for settlement transactions, then the payment of the Loan Amount is made on the last business day preceding the repayment date of the Loan Amount».
  • Amending clause 10.1 of the Agreement:
    «10.1. The term of the loan agreement is no later than 31.12.2030».

Duration of the Amendment:

  • The amendment is an integral part of the Agreement, comes into force from the date of its signing by the parties and is valid for the entire term of the Agreement. The terms of the amendment apply to the legal relations of the parties that have arisen since the conclusion of the Agreement.
Information about the person (persons) related to the transaction, grounds of relation:
  • PJSC Rosseti - the controlling entity of Rosseti Centre, PJSC, simultaneously being a party to the transaction;
  • E.V. Lyapunov - Member of the Board of Directors of Rosseti Centre, PJSC, simultaneously being a member of the Management Board of PJSC Rosseti;
  • A.A. Polinov - Member of the Board of Directors of Rosseti Centre, PJSC, simultaneously being a member of the Management Board of PJSC Rosseti.

3. Material 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.

Information on transactions

3.1.

Amendment № 1 dated 06.11.2024 to Agreement on provision of Loans within the Aggregate Lending Limit № KS-25350/0005/В-23 dated 17.05.2023

Date of the transaction: 06.11.2024.

Date of approval (obtaining consent to conclude the transaction): Minutes of 07.10.2024 # 65/24.

The body of the company that made the decision to grant consent to the transaction: Management Board of Rosseti Centre, PJSC.

Essential conditions:

Parties to the Agreement:

  • Public Joint stock company «Rosseti Centre» – Borrower;

  • VTB Bank (Public Joint Stock Company) – Lender.

Subject of the Amendment:

  • Amending Agreement on provision of Loans within the Aggregate Lending Limit № KS-25350/0005/В-23 dated 17.05.2023 in terms of changing the frequency of interest payments for using the Loan.

Duration of the Amendment:

  • The Amendment is an integral part of the Agreement and comes into force on the date of its signing by the Parties. The Agreement is considered amended and valid as amended taking into account the changes introduced by the Amendment, starting from 06.11.2024.
Information about the person (persons) related to the transaction, grounds of relation:
  • It is not a related party transaction.

3.2.

Amendment № 1 dated 06.11.2024 to Agreement on provision of Loans within the Aggregate Lending Limit № KS-25350/0028/В-22 dated 20.12.2022

Date of the transaction: 06.11.2024.

Date of approval (obtaining consent to conclude the transaction): Minutes of 07.10.2024 # 65/24.

The body of the company that made the decision to grant consent to the transaction: Management Board of Rosseti Centre, PJSC.

Essential conditions:

Parties to the Agreement:

  • Public Joint stock company «Rosseti Centre» – Borrower;

  • VTB Bank (Public Joint Stock Company) – Lender.

Subject of the Amendment:

  • To read the interest payment clause in a new edition:
    «Interest for the use of the Credit is paid by the Borrower monthly, for the current calendar month, on the last working day of each month, as well as on the repayment date of the relevant Credit».

Duration of the Amendment:

  • The Amendment is an integral part of the Agreement and comes into force on the date of its signing by the Parties. The Agreement is considered amended and valid as amended taking into account the changes introduced by the Amendment, starting from 06.11.2024.
Information about the person (persons) related to the transaction, grounds of relation:
  • It is not a related party transaction.