Download 26.08.2016 Essential Fact Message

Essential Fact Message
"On Certain Decisions Taken by the Issuer's Board of Directors (Supervisory Board)"
1. General
Public Joint Stock Company TATNEFT named
after V.D. Shashin
1.2. Abbreviated corporate name of the Issuer
PJSC TATNEFT n.a. V.D. Shashin
1.3. Location of the Issuer
75, Lenin Street, Almetyevsk 423450, Republic
of Tatarstan, Russia
1.4. The Issuer's OGRN (Primary State 1021601623702
Registration Number)
1.5. The Issuer's INN (Individual Taxpayer 1644003838
Number)
1.6. The Issuer's Unique Code assigned by the 00161-A
registering authority
1.7. Web site address in the Internet used by http://www.tatneft.ru,
the Issuer for information disclosure
http://disclosure.skrin.ru/disclosure/1644003838
2. Message content
2.1. Quorum of the Board of Directors (Supervisory Board) of the Joint Stock Company and results of
voting on the issues of the decisions taking:
Quorum: 2 of 3 independent directors of the Company’s Board of Directors.
Voting results: the decisions were taken unanimously on the following issues.
2.2. Content of the decisions taken by the Joint Stock Company’s Board of Directors:
- On determining the monetary value (price) of the PJSC TATNEFT’s n.a. V.D. Shashin
(hereinafter referred to as the Guarantor) property, disposed of or acquired as a result of the Guarantor
concluding Supplementary Agreement No. 3 dated July 18, 2016 to Guarantee Agreement No.
85130007/1 dated September 30, 2013 with JSC Sberbank (hereinafter referred to as the Bank).
Content of the decision taken by the Board of Directors of the Public Joint Stock Company:
1.1. Full corporate name of the Issuer
2.2.1. In accordance with Art. 77 and Art. 83 of the Federal Law "On Joint Stock Companies" to
determine that the monetary valuation (price) of the property disposed of or acquired by the
Guarantor under Supplementary Agreement No. 3 dated July 18, 2016 to Guarantee Agreement
No. 85130007/1 dated September 30, 2013 with JSC Sberbank amounts to RUB 9,500,000,000
(nine billion five hundred million) accounting for 1.4% of the Company 's assets value, determined
in accordance with the financial statements of the Company as of the last reporting date of June 30,
2016.
- Approval of concluding Supplementary Agreement No. 3 dated July 18, 2016 to Guarantee
Agreement No. 85130007/1 dated September 30, 2013, concluded between PJSC TATNEFT n.a.
V.D. Shashin and JSC Sberbank, which is a related party transaction, to ensure fulfillment of the
obligations of JSC TANECO under Contract of extending bank guarantees No.85130007 dated
April 23, 2013.
Content of the decision taken by the Board of Directors of the Public Joint Stock Company:
2.2.2 Approve the transaction on concluding Supplementary Agreement No. 3 dated July 18, 2016
to Guarantee Agreement No. 85130007/1 dated September 30, 2013 made between PJSC
TATNEFT n.a. V.D. Shashin and JSC Sberbank, which is a related party transaction, to ensure
fulfillment of the obligations of JSC TANECO under Contract of extending bank guarantees No.
85130007 dated April 23, 2013.
The Supplementary Agreement provides for:
- remuneration reduction for providing the guarantee down to 0.17 (zero point seventeen
hundredths) per cent per annum .
- reduction of the aggregate Guarantor‘s liability limit of PJSC TATNEFT n.a. V.D. Shashin under
valid Guarantee Agreement No. 85130007/1 dated September 30, 2013 to the amount of
9,500,000,000 (nine billion five hundred million) rubles.
- other terms of the Agreement remain unchanged.
JSC TANECO is the beneficiary under the transaction.
-
On determining the monetary value (price) of the property disposed of or required by PJSC
TATNEFT n.a. V.D. Shashin (hereinafter referred to as the Company), as a result of the
Company (the Buyer) concluding a property purchase and sale contract with OOO
“Nizhnekamsk CHP” (the Seller).
Content of the decision taken by the Board of Directors of the Public Joint Stock Company:
2.2.3. In accordance with Art. 77 of the Federal Law "On Joint Stock Companies" to determine
that the monetary valuation (price) of the property disposed of or acquired by the Company from
OOO “Nizhnekamsk CHP” under the property purchase and sale contract amounts to 416,385 (four
hundred and sixteen thousand three hundred and eighty-five) rubles and 36 kopecks.
The total price of the property in the sum of 416 385 (four hundred and sixteen thousand three
hundred and eighty-five) rubles and 36 kopecks amounts to 0,00006% of the Company ‘s balance
sheet assets value, determined in accordance with the financial statements of the Company as of the
last reporting date of June 30, 2016.
- On the approval of the property purchase and sale contract between PJSC TATNEFT n.a. V.D.
Shashin (the Buyer) и OOO “Nizhnekamsk CHP” (the Seller), as a related party transaction.
Content of the decision taken by the Board of Directors of the Public Joint Stock Company:
2.2.4. Approve the conclusion by PJSC TATNEFT n.a. V.D. Shashin the property purchase and
sale contract with OOO “Nizhnekamsk CHP”, as a related party transaction, on the following
essential terms and conditions:
• party to the transaction: Limited Liability Company “Nizhnekamsk CHP”;
• subject of the contract: purchase and sale of flanges;
• total assets cost: 416,385 (four hundred and sixteen thousand three hundred and eighty-five) rubles
and 36 kopecks (excluding VAT );
• the assets transfer time: 30 calendar days from the date of signing the corresponding specification.
- On determining the monetary value (price) of the immovable property of PJSC TATNEFT n.a.
V.D. Shashin (hereinafter referred to as the “Company”), disposed of or acquired as a result of the
Company (the Seller) concluding an immovable property purchase and sale contract with JSC
TANECO (the Buyer).
Content of the decision taken by the Board of Directors of the Public Joint Stock Company:
2.2.5. In accordance with Art. 77
of the Federal Law "On Joint Stock Companies" to determine
that the monetary valuation (price) of the immovable property subject to the Company’s disposal to
Joint Stock Company TANECO under the immovable property purchase and sale contract amounts
to 1,008,816,784 (one billion, eight million eight and hundred sixteen thousand seven hundred and
eighty-four ) rubles and 89 kopecks, namely:
- title 066, section 8220 “Product park’s pumping room of the delayed coking unit” in the value of
210,369,397.68 rubles;
- title 124/4, section 9504 "Freestanding distribution and transformer substation of the off-site
facilities" in the value of 265,276,831.98 rubles;
- title 030/1, section 8204 "Industrial Park of diesel fuel hydrotreatment facility" in the value of
160,196,494.16 rubles;
- title 062, section 8217 "Intermediate Tank Farm Pumping room of gasoline fraction, kerosene,
diesel fuel fractions hydrotreatment" in the value of 139,402,171.80 rubles;
- title 015/1, section 5110, object No. 1 "Unit of petroleum coke loading into dump trucks" in the
value of 233,499,672.10 rubles;
- land plot with cadastral number 16:30:011701:250, with the total area of 3466 square meters in the
value of 40,646.88 rubles;
- land plot with cadastral number 16:30:011701:256, with the total area of 496 square meters in the
value of 31,570.28 rubles.
The total value of the immovable properly in the amount of 1,008,816,784 (one billion, eight
million eight hundred and sixteen thousand seven hundred and eighty-four ) rubles and 89 kopecks
accounts for 0.15% of the Company ‘s balance sheet assets, determined according to the financial
statements of the Company as of the last reporting date of June 30 , 2016.
- On the approval of the immovable property sale and purchase contract between PJSC TATNEFT
n.a. V.D. Shashin (the Seller) and JSC TANECO (the Buyer), as a related party transaction.
Content of the decision taken by the Board of Directors of the Public Joint Stock Company:
2.2.6. Approve the PJSC TATNEFT n.a. V.D. Shashin concluding the immovable property
purchase and sale contract with JSC TANECO as a related party transaction on the following
essential terms and conditions:
• party to the transaction: Joint Stock Company “TANECO”;
• subject of the contract: purchase and sale of immovable property;
• immovable property objects:
- - title 066, section 8220 “Product park’s pumping room of the delayed coking unit” in the value of
210,369,397.68 rubles;
- title 124/4, section 9504 "Freestanding distribution and transformer substation of the off-site
facilities" in the value of 265,276,831.98 rubles;
- title 030/1, section 8204 "Industrial Park of diesel fuel hydrotreatment facility" in the value of
160,196,494.16 rubles;
- title 062, section 8217 "Intermediate Tank Farm Pumping room of gasoline fraction, kerosene,
diesel fuel fractions hydrotreatment" in the value of 139,402,171.80 rubles;
- title 015/1, section 5110, object No. 1 "Unit of petroleum coke loading into dump trucks" in the
value of 233,499,672.10 rubles;
- land plot with cadastral number 16:30:011 701: 250, with the total area of 3,466 square meters in
the value of 40,646.88 rubles;
- land plot with cadastral number 16:30:011701: 256, with the total area of 496 square meters in the
value of 31,570.28 rubles.
• Contract value: 1,008,816,784 (one billion, eight million eight hundred and sixteen thousand
seven hundred and eighty-four) rubles and 89 kopecks.
- On determining the monetary value (price) of the immovable property of PJSC TATNEFT n.a.
V.D. Shashin (hereinafter referred to as the “Company), disposed of or acquired as a result of the
Company (the Seller) concluding an immovable property purchase and sale contract with JSC
TANECO (the Buyer).
Content of the decision taken by the Board of Directors of the Public Joint Stock Company:
2.2.7. In accordance with Art. 77 of the Federal Law "On Joint Stock Companies" to determine
that the monetary valuation (price) of the commodities and materials, including spare tools and
appliances (spare) for the equipment for the facilities of the TANECO Complex of Refining and
Petrochemical Plants in Nizhnekamsk in the Republic of Tatarstan alienated by the Company to
Joint Stock Company TANECO under the contract No. 430/13.02-06/13 dated October 23, 2013,
shall be increased by 400,000,000 (four hundred million) rubles 00 kopecks (excluding VAT).
The sum of money amounting to 400,000,000 (four hundred million) rubles 00 kopecks accounts
for 0.06% of the Company‘s balance sheet assets, determined according to the financial statements
of the Company as of the last reporting date of June 30, 2016.
- On the approval of PJSC TATNEFT n.a. V.D. Shashin concluding a Supplementary Agreement
to the purchase and sale contract with JSC TANECO, as a related party transaction.
Content of the decision taken by the Board of Directors of the Public Joint Stock Company:
2.2.8. Approve the conclusion by PJSC TATNEFT n.a. V.D. Shashin of the Supplementary
Agreement to the purchase and sale contract No. 430/13.02-06/13 dated October 23, 2013 as a
related party transaction on the following essential terms and conditions:
• party to the transaction: Joint Stock Company “TANECO”;
• subject of the Supplementary Agreement: increasing the value of the purchase and sale contract
for commodities and materials, including spare tools and appliances (spare) for the equipment for
the facilities of the TANECO Complex of Refining and Petrochemical Plants in Nizhnekamsk, No.
430/13.02-06/13 dated October 23, 2013;
• Supplementary Agreement value amount: 400,000,000 (four hundred million) rubles 00 kopecks;
- On informing the Board of Directors members about the cancellation of the Purchase and Sale
Contract between PJSC TATNEFT named after V.D. Shashin the ("Seller) and OOO "Nizhnekamsk
CHP "(the Buyer), previously approved by the Board of Directors as a related party transaction.
Content of the decision taken by the Board of Directors of the Public Joint Stock Company:
2.2.9. The Board of Directors takes note that in connection with the resumption of PJSC
TATNEFT’s works on the project "Reconstruction of power boilers TGME-464 installed at the
Nizhnekamsk CHP for burning petroleum coke in the form of dust from the delayed coking unit of
JSC TANECO” the purchase and sale contract No. 0083/21/13 concluded between PJSC
TATNEFT and OOO "Nizhnekamsk CHP" on April 11, 2016 for the amount of 3,400,703 564.94
rubles (three billion four hundred million seven hundred and three thousand five hundred and sixtyfour rubles 94 kopecks) (excluding VAT) and approved by the Board of Directors as a related party
transaction (Minutes of the Board of Directors meeting No. 11 dated March 23, 2016) shall be
terminated without transfer or alienation of any property as a result of both parties signing the
agreement to terminate the contract in connection with the termination of the need in its
performance.
Quorum of the Board of Directors (Supervisory Board) of the Joint Stock Company and results of
voting on the issues of the decisions taking:
Quorum: 14 of 15 persons. Voting results: the decision was taken unanimously on the following
issue:
- on the approval of the Provisions on the Board of Directors’ Committees of PJSC TATNEFT:
Content of the decision taken by the Board of Directors of the Joint Stock Company
2.2.10. Approve the following Provisions on the Board of Directors’ Committees:
- Provision on the Corporate Management Committee.
2.2.10.1
Postpone the consideration of the Provision on the Audit Committee and the Provision
on the HR & Remuneration Committee to the September meeting of the Board of Directors
2.2.1.2. Due to the fact that the main functions of the Information Disclosure Committee are provided
in the Provision on the Corporate Management Committee the Information Disclosure Committee
shall be abolished.
- On the composition of the Corporate Management Committee of the Board of Directors of PJSC
TATNEFT.
2.2.11. Include Nuriya Zufarovna Valeyeva, Head of Technical and Economic Information and
Advanced Experience Extension Office, into the Corporate Management Committee of the Board of
Directors of PJSC TATNEFT.
2.3. Date of holding the Issuer’s Board of Directors (Supervisory Board) meeting, at which relevant
decisions were taken: August 26, 2016.
2.4. Date and number of the Minutes of the Company’s Board of Directors meeting at which relevant
decisions were taken: August 26, 2016, Minutes No 4.
3. Signature
3.1. Deputy of Corporate SecretaryChief of the Corporate Secretary’s Staff
PJSC TATNEFT
___________
3.2. Date: August 26, 2016
R.M. Khisamov
Seal