5.2 Information on major transactions and related-party transactions
During 2022, the Company had no transactions, recognized by the Federal Joint-Stock Companies’ Law as major transactions.
Report on related-party transactions:
| No. | Transaction | Essence of the contract (Parties, Subject, Price, Terms) [1], [2] | Related parties | Notice on a related-party transaction | Authorizing body |
|---|---|---|---|---|---|
| 1 | Service contract No. 1521/62IA/UVV-04-2640-21 | The Parties: ОАОOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals (The Customer); АОJoint-Stock Company Upravlenie VOLS-VL (The Contractor). The Subject: The Contractor shall, upon the Customer’s request, render services related to in-process control of operations of dispatching and technological management system and telecom systems of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals and the Customer shall accept and pay for the services in a manner and amount, stipulated by the contract. The Price: The price of the services under the contract shall not exceed RUBruble 56,580,141.6, incl. 20% VATvalue-added tax of RUBruble 9,430,023.6. The price per month shall not exceed RUBruble 1,571,679.6, incl. 20% VATvalue-added tax of RUBruble 261,946.6. The Terms: The Contract shall come into force since the signing by the Parties and be in force until the Parties discharge their liabilities under the Contract. Pursuant to clause 2 article 425 of the Russian Civil Code, the Contract shall cover relations between the Parties since 01.10.2021. |
PAO Rosseti, controlling entity of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals and AOJoint-Stock Company Upravlenie VOLS-VL, being transaction parties. | Dated 24.02.2022 No. no ref. | The agenda item regarding authorization of the transaction to be concluded under the conditions stipulated by the notice was not filed with the Board of Directors for examination, since the Company has received no statements requiring the conduct of a meeting. |
| 2 | Contractor agreement No. 2022/3-323 | The Parties: OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals (The Contractor); АОJoint-Stock Company EESK (the Customer). The Subject: Pursuant to the Contract, the Contractor shall, upon the Customer’s request, perform works related to installation of meters at the boundary point of the Customer’s facilities, incl. inspection, selection of design pattern, installation and commissioning of the remote metering system. The Price: The ceiling price under the contract shall not exceed RUBruble 108,000,000.0, incl. 20% VATvalue-added tax of RUBruble 18,000,000.0. The Terms: The contract shall come into force since the signing and be in force until 31.12.2022. The conditions of the Contract shall cover relations between the Parties since 01.01.2022. |
PAO Rosseti, controlling entity of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals and АОJoint-Stock Company EESK, being transaction parties V.A. Bolotin, General Director, Chair of the Executive Board, member of the Board of Directors of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the Board of Directors of AOJoint-Stock Company EESK N.A. Ozhe, member of the Board of Directors of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors V.A. Ryabushev, member of the Executive Board of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors. V.M. Shcherbakova, member of the Executive Board of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors |
Dated 28.03.2022 No. no ref. | The agenda item regarding authorization of the transaction to be concluded under the conditions stipulated by the notice was not filed with the Board of Directors for examination, since the Company has received no statements requiring the conduct of a meeting. |
| 3 | Service contract No.12759 | The Parties: OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals (The Contractor); АОJoint-Stock Company EESK (the Customer). The Subject: Maintenance and repair of the grid complex, with facilities stipulated in the appendix to the contract. This includes: I. in-process service; II. maintenance; III. scheduled repair; IV. emergency-response repair and acute maintenance. The Price[3]: The price under the contract shall consist of: — the price of services, stipulated in clause 1.1. of the contract, incl. sections I-III, determined by appendices No. 3, 6, 9, being an integral part of the contract, totaling RUBruble 267,468,419.19, incl. 20% VATvalue-added tax of RUBruble 44,578,069.87. — the price of services, stipulated in section IV of the contract, determined by clause 1.1.4.2 of the contract, not exceeding RUBruble 32,876,743.94, incl. 20% VATvalue-added tax of RUBruble 5,479,457.32. The Terms: The contract shall come into force since the signing and be in force until 31.12.2022. The conditions of the Contract shall cover relations between the Parties since 01.01.2022. |
PAO Rosseti, controlling entity of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals and АОJoint-Stock Company EESK, being transaction parties V.A. Bolotin, General Director, Chair of the Executive Board, member of the Board of Directors of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the Board of Directors of AOJoint-Stock Company EESK N.A. Ozhe, member of the Board of Directors of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors V.A. Ryabushev, member of the Executive Board of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors. V.M. Shcherbakova, member of the Executive Board of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors |
Dated 28.03.2022 No. no ref. | The agenda item regarding authorization of the transaction to be concluded under the conditions stipulated by the notice was not filed with the Board of Directors for examination, since the Company has received no statements requiring the conduct of a meeting. |
| 4 | Service contract No. 2022/3-319 on formation of volumes of transmitted electricity and losses in the networks | The Parties: OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals (The Contractor); АОJoint-Stock Company EESK (the Customer). The Subject: The Contractor shall render services related to formation of volumes of transmitted electricity and losses in leased networks of OOOLimited Liability Company AES Invest. The Price[4]: The price shall not exceed the price from Appendix 14 – RUBruble 56,816,731.21, incl. 20% VATvalue-added tax of RUBruble 9,469,455.20. The Terms: The contract shall come into force since the signing and be in force until 31.12.2022. The conditions of the Contract shall cover relations between the Parties since 01.01.2022. |
PAO Rosseti, controlling entity of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals and АОJoint-Stock Company EESK, being transaction parties V.A. Bolotin, General Director, Chair of the Executive Board, member of the Board of Directors of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the Board of Directors of AOJoint-Stock Company EESK N.A. Ozhe, member of the Board of Directors of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors V.A. Ryabushev, member of the Executive Board of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors. V.M. Shcherbakova, member of the Executive Board of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors |
Dated 28.03.2022 No. no ref. | The agenda item regarding authorization of the transaction to be concluded under the conditions stipulated by the notice was not filed with the Board of Directors for examination, since the Company has received no statements requiring the conduct of a meeting. |
| 5 | Contractor agreement No. 23-2022(PS)/8600012829 on FEED, land use, construction and installation and commissioning | The Parties: OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals (The Contractor); АОJoint-Stock Company EESK (the Customer). The Subject: Pursuant to the contract, the Contractor, upon the Customer’s request, shall perform works worth the contract’s price and the Customer shall accept the works and pay for them. The Price: The ceiling price under contract shall total RUBruble 96,991,795.0, plus 20% VATvalue-added tax of RUBruble 19,398,359.0. Total ceiling price, including VATvalue-added tax, under the contract shall total RUBruble 116,390,154.0. The Terms: The contract shall come into force since the signing and be in force until 31.12.2022. The conditions of the Contract shall cover relations between the Parties since 01.01.2022. |
PAO Rosseti, controlling entity of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals and АОJoint-Stock Company EESK, being transaction parties V.A. Bolotin, General Director, Chair of the Executive Board, member of the Board of Directors of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the Board of Directors of AOJoint-Stock Company EESK N.A. Ozhe, member of the Board of Directors of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors V.A. Ryabushev, member of the Executive Board of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors. V.M. Shcherbakova, member of the Executive Board of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the AOJoint-Stock Company EESK Board of Directors |
Dated 28.03.2022 No. no ref. | The agenda item regarding authorization of the transaction to be concluded under the conditions stipulated by the notice was not filed with the Board of Directors for examination, since the Company has received no statements requiring the conduct of a meeting. |
| 6 | Educational services contract No.506/2021 | The Parties: OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals (the Customer); Educational Center of IDGCInterregional Distribution Grid Company of Urals (the Contractor). The Subject: Pursuant to the contract, the Contractor shall render educational services to the Customer and the Customer shall accept and pay for the services. Type, scope and value of services shall be stipulated by the specifications and list of programs. The Price: The ceiling price under the contract shall total RUBruble 68,244,000.0, no VATvalue-added tax. The price shall include remuneration and all expenses of the Contractor due to rendering of services. The Terms: The contract shall come into force since the signing and be in force till the Parties discharge liabilities in full. |
V.A. Ryabushev, member of the Executive Board of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the Executive Board of Educational Center of IDGCInterregional Distribution Grid Company of Urals |
Dated 30.03.2022 No. no ref. | The agenda item regarding authorization of the transaction to be concluded under the conditions stipulated by the notice was not filed with the Board of Directors for examination, since the Company has received no statements requiring the conduct of a meeting. |
| 7 | Service contract No. 7293 related to the arrangement of operations and development of the grid complex | The Parties: OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals (the Customer); PAOPublic Joint-Stock Company Rosseti (the Contractor). The Subject: The Contract shall render services related to the arrangement of operations and development of the grid complex under the contract and the Customer shall accept and pay for the services under the contract. The Price: The price under the contract for the period between 01.04.2022 and 31.12.2022 shall not exceed RUBruble 130,911,365.92, plus 20% VATvalue-added tax of RUBruble 26,182,273.18; total price incl. VATvalue-added tax shall not exceed RUBruble 157,093,639.10. The price, with due consideration of the interrelation of related-party transactions, shall not exceed RUBruble 170,038,265.28, plus 20% VATvalue-added tax of RUBruble 34,007,653.05: total price incl. VATvalue-added tax shall not exceed RUBruble 204,045,918.33. The Terms: The Contract shall come into force since the signing by the Parties. The conditions of the Contract shall cover relations between the Parties since 01.04.2022. |
PAO Rosseti, OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ controlling entity, being a contract party. D.V. Krainsky, Member of the Board of Directors of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the Executive Board of PAOPublic Joint-Stock Company Rosseti A.A. Polinov, Member of the Board of Directors of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals, simultaneously serving on the Executive Board of PAOPublic Joint-Stock Company Rosseti |
Dated 28.12.2022 No. no ref.
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Board of Directors Minutes dated 30.12.2022 No.458 |
[1] The price of alienated or acquired property or services are defined by the board of directors based on the market value in line with Art. 77 of the Federal Joint-Stock Companies’ Law.
[2] The price of the related-party transactions, concluded during the reported period, is less than 2% of the book asset value from the Company’s consolidated financial statements.
[3] The total price of the contract did not exceed the price from the notice on a related-party transaction dated 28.03.2022 No. no ref.
[4] The total price of the contract did not exceed the price from the notice on a related-party transaction dated 28.03.2022 No. no ref.