Major transactions and related-party transactions

Major transactions

In 2015, no major transactions were made.

Transactions approved by the General Meeting of Shareholders of PAO TMK:
No. Parties to and beneficiaries of the transaction Scope and material terms of the transaction Related parties
1 Buyer – PAO TMK
Supplier – PAO TAGMET
Shipments of tubular products
Amount: RUB 11,500,000,000
Expiry date: 30 June 2016
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of PAO TAGMET’s Board of Directors
2 Buyer – PAO TMK
Supplier – PAO Sinarsky Pipe Plant
Shipments of tubular products
Amount: RUB 18,000,000,000
Expiry date: 30 June 2016
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of PAO Sinarsky Pipe Plant’s Board of Directors
3 Buyer – PAO TMK
Supplier – PAO Seversky Tube Works
Shipments of tubular products
Amount: RUB 14,500,000,000
Expiry date: 30 June 2016
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Klachkov
are simultaneously members of PAO Seversky Tube Works’ Board of Directors
4 Buyer – PAO TMK
Supplier – AO Volzhsky Pipe Plant
Shipments of tubular products
Amount: RUB 27,700,000,000
Expiry date: 30 June 2016
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
5 Lender – PAO VTB Bank, Surety – PAO TMK,
Beneficiary – AO TMK Trade House
Providing suretyship
Amount: RUB 11,972,383,562
Expiry date: 21 Marach 2016
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
V. Oborsky
are simultaneously members of AO TMK Trade House’s Board of Directors (V. Oborsky is also CEO of AO TMK Trade House)
6 Lender – PAO TMK,
Borrower – PAO Seversky Tube Works
Loan issue
Amount: RUB 489,298,699
Maturity period: up to 60 months
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Klachkov
are simultaneously members of PAO Seversky Tube Works’ Board of Directors
7 Loan issuing bank – AO ALFA-BANK,
Surety – PAO TMK,
Beneficiary – AO Volzhsky Pipe Plant
Providing suretyship
Amount: RUB 4,512,896,000
Expiry date: 31 December 2023
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
8 Loan issuing bank – AO ALFA-BANK,
Surety – PAO TMK,
Beneficiary – PAO Sinarsky Pipe Plant
Providing suretyship
Amount: RUB 2,820,560,000
Expiry date: 31 December 2023
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of PAO Sinarsky Pipe Plant’s Board of Directors
9 Loan issuing bank – AO ALFA-BANK,
Surety – PAO TMK,
Beneficiary – PAO Seversky Tube Works
Providing suretyship
Amount: RUB 2,820,560,000
Expiry date: 31 December 2023
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Klachkov
are simultaneously members of PAO Seversky Tube Works’ Board of Directors
10 Loan issuing bank – AO ALFA-BANK,
Surety – PAO TMK,
Beneficiary – PAO TAGMET
Providing suretyship
Amount: RUB 2,820,560,000
Expiry date: 31 December 2023
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of PAO TAGMET’s Board of Directors
11 Lender – PAO TMK,
Borrower – AO Volzhsky Pipe Plant
Loan issue
Amount: RUB 6,501,589,416
Expiry date: 10 July 2018
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
12 Lender – PAO TMK,
Borrower – PAO Seversky Tube Works
Loan issue
Amount: RUB 663,118,212
Expiry date: 14 September 2018
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Klachkov,
are simultaneously members of PAO Seversky Tube Works’ Board of Directors
13 Lender – PAO TMK,
Borrower – PAO Sinarsky Pipe Plant
Loan issue
Amount: RUB 346,200,329
Expiry date: 15 September 2018
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of PAO Sinarsky Pipe Plant’s Board of Directors
14 Surety – PAO TMK,
Lender – PAO Sberbank
Beneficiary – PAO TAGMET
Providing suretyship
Amount:
RUB 4,650,000,000
Expiry date: 26 August 2022
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov,
are simultaneously members of PAO TAGMET’s Board of Directors
15 Surety – PAO TMK,
Lender – PAO Sberbank,
Beneficiary – AO Volzhsky Pipe Plant
Providing suretyship
Amount:
RUB 10,852,636,986
Expiry date: 26 August 2022
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
16 Lender – PAO TMK,
Borrower – AO Volzhsky Pipe Plant
Loan issue
Amount: RUB 1,823,009,759
Maturity period: up to 60 months
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
17 Lender – PAO TMK,
Borrower – AO TMK Trade House
Loan issue
Amount: RUB 3,170,057,534
Expiry date: 22 October 2015
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
V. Oborsky
are simultaneously members of AO TMK Trade House’s Board of Directors (V. Oborsky is also CEO of AO TMK Trade House)


Transactions approved by PAO TMK’s Board of Directors:
No Parties to and beneficiaries of the transaction Scope and material terms of the transaction Related parties
1 Supplier – PAO Severstal,
Surety – PAO TMK;
Beneficiary – AO TMK Trade House
Providing suretyship
Amount: RUB 1,500,000,000
Expiry date: 31 March 2016
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
V. Oborsky
are simultaneously members of AO TMK Trade House’s Board of Directors (V. Oborsky is also CEO of AO TMK Trade House)
2 Lender – PAO TMK,
Borrower – Rockarrow Investments Limited
Loan issue
Amount: RUB 7,953,277,640
Expiry date: 36 months from the first repayment date
Affiliates of shareholders owning over 20% of shares in PAO TMK hold 20% of the authorised capital of Rockarrow Investments Limited.
3 Buyer – PAO TMK
Supplier – AO Orsky Machine Building Plant
Shipments
Amount: RUB 850,000,000
Expiry date: 01 March 2015–30 June 2015
BoD/executive bodies members
A. Shiryaev,
T. Petrosyan,
S. Bilan
are simultaneously members of AO Orsky Machine Building Plant’s Board of Directors
4 Buyer – PAO TMK
Supplier – ZAO TMK-CPW
Shipments
Amount: RUB 1,700,000,000
Expiry date: 01 March 2015–30 June 2015
BoD member V. Oborsky is simultaneously a member of ZAO TMK-CPW’s Board of Directors.
5 Agent – PAO TMK,
Principal – PAO Sinarsky Pipe Plant
Orders to sell goods, close related-party transactions
Amount: RUB 79,000,000
Expiry date: 30 June 2015
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of PAO Sinarsky Pipe Plant’s Board of Directors
6 Agent – PAO TMK,
Principal – AO Volzhsky Pipe Plant
Orders to sell goods, close related-party transactions
Amount: RUB 715,000,000
Expiry date: 30 June 2015
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
7 Agent – PAO TMK,
Principal – AO Orsky Machine Building Plant
Orders to sell goods, close related-party transactions
Amount: RUB 7,700,000
Expiry date: 30 June 2015
BoD/executive bodies members
A. Shiryaev,
T. Petrosyan,
S. Bilan
are simultaneously members of AO Orsky Machine Building Plant’s Board of Directors
8 Agent – PAO TMK,
Principal – PAO TAGMET
Orders to sell goods, close related-party transactions
Amount: RUB 415,000,000
Expiry date: 30 June 2015
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of PAO TAGMET’s Board of Directors
9 Agent – PAO TMK,
Principal – PAO Seversky Tube Works
Orders to sell goods, close related-party transactions
Amount: RUB 59,000,000
Expiry date: 30 June 2015
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Klachkov
are simultaneously members of PAO Seversky Tube Works’ Board of Directors
10 Agent – PAO TMK,
Principal – ZAO TMK-CPW
Orders to sell goods, close related-party transactions
Amount: RUB 12,500,000
Expiry date: 30 June 2015
BoD member V. Oborsky is simultaneously a member of ZAO TMK-CPW’s Board of Directors.
11 PAO TMK
AO TMK Trade House
Agreement for termination of ordinary partnership agreement (joint operations)
Amount: n/a
Expiry date: 28 February 2015
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
V. Oborsky
are simultaneously members of AO TMK Trade House’s Board of Directors (V. Oborsky is also CEO of AO TMK Trade House)
12 Surety – PAO TMK;
Supplier – OAO Magnitogorsk Iron and Steel Works
Beneficiary – AO TMK Trade House
Providing suretyship
Amount: RUB 4,000,000,000
Expiry date: 31 March 2016
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
V. Oborsky
are simultaneously members of AO TMK Trade House’s Board of Directors (V. Oborsky is also CEO of AO TMK Trade House)
13 Surety – PAO TMK;
Bank – PAO Sberbank,
Beneficiary – OOO TMK CHERMET
Providing suretyship
Amount: RUB 1,044,940,274
Expiry date: 26 May 2020
Affiliates of shareholders owning over 20% of shares in PAO TMK hold 20% of the authorised capital of OOO TMK CHERMET.
14 Surety – PAO TMK,
Debtor – AO TMK Trade House
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 13,980,000
Expiry date: 30 October 2017
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
V. Oborsky
are simultaneously members of AO TMK Trade House’s Board of Directors (V. Oborsky is also CEO of AO TMK Trade House)
15 Surety – PAO TMK,
Debtor – OOO TMK CHERMET
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 2,800,000
Expiry date: 26 May 2017
Affiliates of shareholders owning over 20% of shares in PAO TMK hold 20% of the authorised capital of OOO TMK CHERMET.
16 Surety – PAO TMK
Lender – VTB Bank (Deutschland) A.G.
Beneficiary – TMK Europe Gmbh
Providing suretyship
Amount: RUB 1,159,535,381.20
Expiry date: 15 June 2016
Affiliates of shareholders owning over 20% of shares in PAO TMK hold 20% of the authorised capital of TMK Europe Gmbh.
17 Debtor – PAO TMK,
Surety – AO Volzhsky Pipe Plant
Surety fee contract for a surety issued by AO Volzhsky Pipe Plant
Amount:
RUB 23,300,000
Expiry date: 23 April 2018
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
18 Debtor – PAO TMK,
Surety – PAO Seversky Tube Works
Surety fee contract for a surety issued by PAO Seversky Tube Works
Amount:
RUB 23,300,000
Expiry date: 23 April 2018
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Klachkov
are simultaneously members of PAO Seversky Tube Works’ Board of Directors
19 Debtor – PAO TMK,
Surety – AO TMK Trade House
Surety fee contract for a surety issued to AO TMK Trade House
Amount:
RUB 23,300,000
Expiry date: 23 April 2018
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
V. Oborsky
are simultaneously members of AO TMK Trade House’s Board of Directors (V. Oborsky is also CEO of AO TMK Trade House)
20 Debtor – PAO TMK,
Surety – AO Volzhsky Pipe Plant
Surety fee contract for a surety issued by AO Volzhsky Pipe Plant
Amount:
RUB 17,878,728
Expiry date: 31 December 2020
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov,
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
21 Debtor – PAO TMK,
Surety – PAO Seversky Tube Works
Surety fee contract for a surety issued by PAO Seversky Tube Works
Amount:
RUB 17,878,728
Expiry date: 31 December 2020
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Klachkov,
are simultaneously members of PAO Seversky Tube Works’ Board of Directors
22 Debtor – PAO TMK,
Surety – PAO Sinarsky Pipe Plant
Surety fee contract for a surety issued by PAO Sinarsky Pipe Plant
Amount:
RUB 17,878,728
Expiry date: 31 December 2020
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov,
are simultaneously members of PAO Sinarsky Pipe Plant’s Board of Directors
23 Debtor – PAO TMK,
Surety – PAO TAGMET
Surety fee contract for a surety issued by PAO TAGMET
Amount:
RUB 17,878,728
Expiry date: 31 December 2020
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov,
are simultaneously members of PAO TAGMET’s Board of Directors
24 Surety – PAO TMK,
Bank – Gazprombank (Switzerland) Ltd,
Beneficiary – TMK Middle East FZCO
Addendum to a guarantee amending
the terms – to reduce the deal size
Amount: n/a
Expiry date: 28 February 2018
Affiliates of shareholders owning over 20% of shares in PAO TMK hold 20% of the authorised capital of TMK Middle East FZCO.
25 Surety – PAO TMK,
Bank – Gazprombank (Switzerland) Ltd,
Beneficiary – TMK Gulf International Pipe Industry LLC
Providing suretyship
Amount: RUB 574,999,665.72
Expiry date: 28 February 2018
Member of the Management Board
V. Shmatovich is simultaneously a member of the Board of Directors of TMK Gulf International Pipe Industry LLC
26 Surety – PAO TMK,
Debtor – TMK Gulf International Pipe Industry LLC
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 3,677,671.20
Expiry date: 28 February 2018
Member of the Management Board
V. Shmatovich is simultaneously a member of the Board of Directors of TMK Gulf International Pipe Industry LLC
27 Lender – PAO TMK,
Borrower – OOO ТМК R&D Centre
Loan issue
Amount: RUB 14,906,332
Expiry date: 15 September 2016
Affiliates of shareholders owning over 20% of shares in PAO TMK hold 20% of the authorised capital of OOO ТМК R&D Centre.
28 Surety – PAO TMK,
Debtor – AO TMK Trade House
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 1,050,000
Expiry date: 31 October 2016
BoD/Management Board members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
V. Oborsky
are simultaneously members of AO TMK Trade House’s Board of Directors (V. Oborsky is also CEO of AO TMK Trade House)
29 Depositor – PAO TMK,
Depository – AO UniCredit Bank
Depositary Agreement
Amount:
RUB 3,960,000 per year
Expiry date: 12 October 2016 (renewable)
BoD/Management Board members
M. Alekseev is simultaneously Chairman of the Management Board of AO UniCredit Bank
30 Surety – PAO TMK,
Debtor – PAO TAGMET
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 5,250,000
Expiry date: 26 August 2019
BoD/executive bodies members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov,
are simultaneously members of PAO TAGMET’s Board of Directors
31 Surety – PAO TMK,
Debtor – AO Volzhsky Pipe Plant
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 12,250,000
Expiry date: 26 August 2019
BoD/Management Board members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov,
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
32 Guarantor – PAO TMK,
Bank – Gazprombank (Switzerland) Ltd,
Beneficiary – TMK GLOBAL S.A.
Providing suretyship
Amount: RUB 747,254,278
Expiry date: until full performance of obligations – 28 February 2018
Affiliates of shareholders owning over 20% of shares in PAO TMK hold 20% of the authorised capital of TMK GLOBAL S.A.
33 Surety – PAO TMK,
Beneficiary – TMK GLOBAL S.A.
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 4,844,000
Expiry date: 28 August 2018
Affiliates of shareholders owning over 20% of shares in PAO TMK hold 20% of the authorised capital of TMK GLOBAL S.A.
34 Surety – PAO TMK,
Lender – AO RRDB,
Beneficiary – AO Volzhsky Pipe Plant
Providing suretyship
Amount: RUB 1,984,526,027
Expiry date: 07 October 2017
BoD/Management Board members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
35 Surety – PAO TMK,
Debtor – AO Volzhsky Pipe Plant
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 5,600,000
Expiry date: 07 October 2017
BoD/Management Board members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov,
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
36 Surety – PAO TMK,
Debtor – AO Volzhsky Pipe Plant
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 19,832,260
Expiry date: 31 December 2020
BoD/Management Board members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov,
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors
37 Surety – PAO TMK,
Debtor – PAO Seversky Tube Works
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 12,395,163
Expiry date: 31 December 2020
BoD/Management Board members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Klachkov
are simultaneously members of PAO Seversky Tube Works’ Board of Directors
38 Surety – PAO TMK,
Debtor – PAO Seversky Tube Works
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 12,395,163
Expiry date: 31 December 2020
BoD/Management Board members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of PAO Sinarsky Pipe Plant’s Board of Directors
39 Surety – PAO TMK,
Debtor – PAO TAGMET
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 12,395,163
Expiry date: 31 December 2020
BoD/Management Board members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of PAO TAGMET’s Board of Directors
40 Surety – PAO TMK,
Debtor – OOO ТМК R&D Centre
Surety fee contract for a surety issued by PAO TMK
Amount:
RUB 3,004,904
Expiry date: 31 December 2020
Affiliates of shareholders owning over 20% of shares in PAO TMK hold 20% of the authorised capital of OOO ТМК R&D Centre.
41 Management Company – PAO TMK,
Company under Control – AO Volzhsky Pipe Plant
Addendum to agreement on the delegation of powers vested in the company’s sole executive body to the management company PAO TMK Amount:
RUB 356,053,200
Expiry date: 31 December 2016
BoD/Management Board members
A. Kaplunov,
A. Shiryaev,
T. Petrosyan,
A. Lyalkov
are simultaneously members of AO Volzhsky Pipe Plant’s Board of Directors