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Notice of essential fact
of the following decisions taken by the Board of Directors (Supervisory Board) of the Issuer:
on endorsement of transactions qualified as major transactions and (or) interested party transactions in accordance with the Russian Federation legislation
1. General details | |
1.1. Issuer’s full business name | Joint-Stock Company “Yenisei Territorial Generating Company (TGС-13)” |
1.2. Issuer’s abbreviated business name: | JSC “Yenisei TGC (TGC-13)” |
1.3. Issuer’s place of location: | 144A Bograda str., Krasnoyarsk, Krasnoyarsk Territory, Russian Federation |
1.4. Issuer’s PSRN |
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1.5. Issuer’s TIN |
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1.6. Issuer's unique code assigned by the registering body | 55093-Е |
1.7. Internet page used by the Issuer for disclosure of information | http://www.tgk13.ru/shareholders/affilate/ |
2. Contents of notice | ||||||||||||||
2.1. Quorum of the session of the Board of Directors (Supervisory Board) of the Issuer and the results of voting on decision-taking issues: Nine members of the Board of the Directors of the Company (out of the eleven elected ones) participated in the voting. For issues on the agenda the quorum is present. FOR – 7 votes AGAINST ‑ none ABSTAINED ‑ none Results of voting on Issue No. 2: FOR – 8 votes AGAINST – none ABSTAINED – none Results of voting on Issue No. 3: FOR – 8 votes AGAINST – none ABSTAINED – none Results of voting on Issue No. 4: FOR – 9 votes AGAINST – none ABSTAINED – none Results of voting on Issue No. 5: FOR – 8 votes AGAINST – none ABSTAINED – none Results of voting on Issue No. 6: FOR – 8 votes AGAINST – none ABSTAINED – none Results of voting on Issue No. 7: FOR – 8 votes AGAINST – none ABSTAINED – none Results of voting on Issue No. 8: FOR – 8 votes AGAINST – none ABSTAINED – none 2.2. Contents of decisions taken by the Board of Directors (Supervisory Board) of the Issuer:
on Issue No. 1: On endorsement of the property lease contract between JSC “Yenisei TGC (TGC-13)” and JSC “SibIATs” representing an interested party transaction. 1. In accordance with Clause 7 Article 83 of Federal Law No. 208-FZ “On joint-stock companies” dated 26.12.1995, determine the price (estimated monetary value) under the property lease contract between JSC “Yenisei TGC (TGC-13)” (Lessor) and JSC “SibIATs” (Lessee) proceeding from the market cost as follows: The monthly rent for usage of the Property under the contract shall be: 8,120.93 (Eight thousand one hundred and twenty RUB 93 kopecks) including 18% VAT – 1,238.79 (One thousand two hundred and thirty-eight RUB 79 kopecks). 2. Endorse the interested party transaction i. e.: conclusion of the property lease contract between JSC “Yenisei TGC (TGC-13)” and JSC “SibIATs” on essential conditions as follows: Parties to the Contract:JSC “Yenisei TGC (TGC-13)” – the LessorJSC “SibIATs” ‑ the Lessee. Subject of the Contract: In accordance with the Contract, the Lessor undertakes to provide to the Lessee (for valuable consideration and for temporary usage) the property indicated in the List of Properties of Krasnoyarsk CHP-2 branch to be transferred to JSC “SibIATs” (Appendix No. 3 to the Contract) forming an integral part of the Contract. The Property is located at: Lesopilschikov str., Krasnoyarsk, Krasnoyarsk Territory. Property lease term; from the Contract signature moment to 31.12.2012; Price of the Contract: The monthly rent for usage of the Property under the contract shall be: 8,120.93 (Eight thousand one hundred and twenty RUB 93 kopecks) including 18% VAT – 1,238.79 (One thousand two hundred and thirty-eight RUB 79 kopecks). Other essential conditions: The Contract shall take effect from the moment of signature but not earlier than having been approved by the Board of the Directors of JSC “Yenisei TGC (TGC-13)” and remain effective till 31.12.2012.
on Issue No. 2: On endorsement of Contract No. 55/10 for paid provision of services between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” representing an interested party transaction. 1. In accordance with Clause 7 Article 83 of Federal Law No. 208-FZ “On joint-stock companies” dated 26.12.1995, determine the price (estimated monetary value) of the services purchased under Contract No. 55/10 for paid provision of services between JSC “Yenisei TGC (TGC-13)” (Customer) and JSC “SibER”(Contractor) proceeding from their market cost as follows: 12,015,862.13 (Twelve million fifteen thousand eight hundred and sixty-two RUB 13 kopecks) including 18% VAT – 1,832,928.34 (One million eight hundred and thirty-two thousand nine hundred and twenty-eight RUB 34 kopecks). 2. Endorse the interested party transaction i. e.: conclusion of Contract No. 55/10 for paid provision of services between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” on essential conditions as follows: Parties to the Contract: Customer - JSC “Yenisei TGC (TGC-13)”. Contractor– JSC “SibER” Subject of the Contract: In accordance with the contract the Contractor undertakes to provide, by the Customer’s order, services for: “Maintenance of Krasnoyarsk CHP-1 ash dump in an operable condition in 2012” in accordance with the “Krasnoyarsk CHP-1 ash dump reconstruction project” as well as the protocol of agreed work scopes and terms (Appendix No. 2 to the Contract) forming an integral part of the Contract and deliver the work results against delivery-and-acceptance certificates. The Customer undertakes to accept timely pay for the services provided in the manner as determined by the Contract. List of works under the Contract: 1. Removal of ash-and-slag wastes from Section 1A and their transportation to LLC “Ecoresource” landfill at a distance of 19 km (“Badalyk” landfill located at: Recultivation Facility No. 1, Sovetsky District, Krasnoyarsk); 2. Cleaning inflow tank NOV 1-3 and the ash dump drain channel (volume = 15,000 m³); 3. Maintenance of the control and measurement instrumentation in an operable condition (cleaning wells - 24 items); 4. Cleaning the inflow ducts of pumps NOV 1-3. Services provision term; commencement: from the Contract conclusion moment; completion: 30.12.2012. Price of the Contract: 12,015,862.13 (Twelve million fifteen thousand eight hundred and sixty-two RUB 13 kopecks) including 18% VAT – 1,832,928.34 (One million eight hundred and thirty-two thousand nine hundred and twenty-eight RUB 34 kopecks). Other essential conditions: The Contract shall take effect from the moment of signature and remain effective until 30.12.12.
on Issue No. 3: On endorsement of Supplies Contract No. 122-4/4023 between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” representing an interested party transaction. 1. In accordance with Clause 7 Article 83 of Federal Law No. 208-FZ “On joint-stock companies” dated 26.12.1995, determine the price (estimated monetary value) of the property purchased under Supplies Contract No. 122-4/4023 between JSC “Yenisei TGC (TGC-13)” (Buyer) and JSC “SibER”(Supplier) proceeding from its market cost as follows: 7,800,641.45 RUB (Seven million eight hundred thousand six hundred and forty-one RUB forty-five kopecks) including VAT (18%) 1,189,928.36 RUB (One million one hundred and eighty-nine thousand nine hundred and twenty-eight RUB thirty-six kopecks) including transport expenses – 227,203.15 (Two hundred and twenty-seven thousand two hundred and three RUB fifteen kopecks). 2. Endorse the interested party transaction i. e.: conclusion of Supplies Contract No. 122-4/4023 between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” on essential conditions as follows: Parties to the Contract:JSC “Yenisei TGC (TGC-13)” – the BuyerJSC “SibER” - the Supplier. Subject of the Contract: Under the Contract the Supplier undertakes to transfer into the ownership of the Buyer spare parts to auxiliary boiler equipment (hereinafter – the “Goods”) in accordance with the General Specification (Appendix No. 1 to the Contract) while the Buyer undertakes to accept and pay for them. The Goods shall be supplied in separate lots with the conditions of supply of each lot of the Goods stipulated by the Parties in the General Specification. The name (assortment), quantity, supply term, price, supply way as well as the name of the Consignee and the shipping requisites of the Goods bath shall be agreed by the Parties in the General Specification that, upon signature, shall form an integral part of the Contract. Supply term: Commencement: February 2012 Completion: December 2012. Price of the Contract: 7,800,641.45 RUB (Seven million eight hundred thousand six hundred and forty-one RUB forty-five kopecks) including VAT (18%) 1,189,928.36 RUB (One million one hundred and eighty-nine thousand nine hundred and twenty-eight RUB thirty-six kopecks) including transport expenses – 227,203.15 (Two hundred and twenty-seven thousand two hundred and three RUB fifteen kopecks). Other essential conditions: The Contract shall come into effect from the moment of signature and remain effective till March 31, 2013.
on Issue No. 4: On endorsement of Supplementary Agreement No. 18.24.0939.09DS4 to Contract No. 18.24.0939.09 for provision of electric energy transmission services between JSC “Yenisei TGC (TGC-13)” and JSC “IDGC of Siberia” dated 28.12.2009 representing an interested party transaction. 1. In accordance with Clause 7 Article 83 of Federal Law No. 208-FZ “On joint-stock companies” dated 26.12.1995, determine the price (estimated monetary value) of the services purchased under Supplementary Agreement No. 18.24.0939.09DS4 to Contract No. 18.24.0939.09 for provision of electric energy transmission services between JSC “Yenisei TGC (TGC-13)”(Customer) and JSC “IDGC of Siberia”(Contractor) dated 28.12.2009 proceeding from their market cost as follows: Since Supplementary Agreement No. 18.24.0939.09DS4 fails to amend the price (estimated monetary value) under Contract No. 18.24.0939.09 for provision of electric energy transmission services dated 28.12.2009 – not to determine the price (estimated monetary value) of the services purchased under Supplementary Agreement No. 18.24.0939.09 DS4 to Contract No. 18.24.0939.09 for provision of electric energy transmission services dated 28.12.2009 . 2. Endorse the interested party transaction i. e.: conclusion of Supplementary Agreement No. 18.24.0939.09DS4 to Contract No. 18.24.0939.09 between JSC “Yenisei TGC (TGC-13)” and JSC “IDGC of Siberia” dated 28.12.2009 on essential conditions as follows: Parties to the Supplementary Agreement: Customer ‑JSC “Yenisei TGC (TGC-13)”. Contractor – JSC “IDGC of Siberia” Subject of the Supplementary Agreement: The Parties introduce amendments to 4 Contract No. 18.24.0939.09 for provision of electric energy transmission services dated 28.12.09 as follows: Appendix No. 4 – “Amount of the committed power and energy within the ambit whereof the Contractor assumes the obligation to ensure electric energy transmission at the points of delivery" to the Contract shall be stated as Appendix No. 1 appended to the Supplementary Agreement. Other essential conditions: The Supplementary Agreement shall take effect at the moment of its signature by the Parties and govern the Parties’ legal relationships having developed since 01.01.2012.
on Issue No. 5: On endorsement of Supplementary Agreement No. 1 to Lease Contract No. 44/ between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” dated 06.06.2011 representing an interested party transaction. 1. In accordance with Clause 7 Article 83 of Federal Law No. 208-FZ “On joint-stock companies” dated 26.12.1995, determine the price (estimated monetary value) under Supplementary Agreement No. 1 to Lease Contract No. 44/ between JSC “Yenisei TGC (TGC-13)” (Lessor) and JSC “SibER” (Lessee) dated 06.06.2011 proceeding from the market cost as follows: Since Supplementary Agreement No. 1 fails to amend the price (estimated monetary value) under Lease Contract No. 44/ between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” dated 06.06.2011 – not to determine the price (estimated monetary value) under Supplementary Agreement No. 1 to Lease Contract No. 44/ between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” dated 06.06.2011. 2. Endorse the interested party transaction i. e.: conclusion of Supplementary Agreement No. 1 to Lease Contract No. 44/ between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” dated 06.06.2011 on essential conditions as follows: Parties to the Supplementary Agreement:JSC “Yenisei TGC (TGC-13)” – the LessorJSC “SibER” ‑ the Lessee. Subject of the Supplementary Agreement: The Parties have agreed: 1. To introduce amendments to the “List of production properties leased out to the Krasnoyarsk branch of JSC “SibER” in 2011 (Appendix No. 1 to the Contract) by way of excluding Clauses 1.4. and 1.9. from the above list of properties, i. e: Tank AGAT010095.00; - Electric pump unit VKS 4/24 with motor АО2-32-4 GOST . 2. Appendix No. 1 shall be replaced with Appendix No. 1a, restated.Other essential conditions:The amendments to the Contract determined by the Supplementary Agreement shall govern the Parties’ relationships having developed since 06.06.2011.
on Issue No. 6: On endorsement of Supplementary Agreement No. 2 to Work and Labour Contract No. 5226/01-102/001 between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” dated 27.04.2011 representing an interested party transaction. 1. In accordance with Clause 7 Article 83 of Federal Law No. 208-FZ “On joint-stock companies” dated 26.12.1995, determine the price (estimated monetary value) of the works purchased under Supplementary Agreement No. 2 to Work and Labour Contract No. 5226/01-102/001 between JSC “Yenisei TGC (TGC-13)” (Customer) and JSC “SibER”(Contractor) dated 27.04.2011 proceeding from their market cost as follows: Since Supplementary Agreement No. 2 fails to amend the price (estimated monetary value) of the works purchased under Work and Labour Contract No. 5226/01-102/001 between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” dated 27.04.2011 – not to determine the price (estimated monetary value) of the works purchased under Supplementary Agreement No. 2 to Work and Labour Contract No. 5226/01-102/001 between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” dated 27.04.2011. 2. Endorse the interested party transaction i. e.: conclusion of Supplementary Agreement No. 2 to Work and Labour Contract No. 5226/01-102/001 between JSC “Yenisei TGC (TGC-13)” and JSC “SibER” dated 27.04.2011 on essential conditions as follows: Parties to the Supplementary Agreement: Customer ‑ JSC “Yenisei TGC (TGC-13)”. Contractor ‑ JSC “SibER”. Subject of the Supplementary Agreement: 1. Clause 2.1 of the Contract shall be amended and stated as follows: Initial term of works performance: April 2011. Final term of works performance: March 2012. 2. Clause 8.5 of the Contract shall be amended and stated as follows: The Contract shall take effect from the moment of its signature by the Parties and remain effective till December 31, 2011. After signature of this Contract all previous written and oral arrangements with respect to the subject of this Contract shall be deemed cancelled and void. 3. From the moment of signature of this Supplementary Agreement No. 2 Appendix No. 3a shall be deemed void with Appendix No. 3b “Works Performance and Funding Schedule” taking effect. 4. The other clauses of Contract No. 5226/01-102/001 dated 27.04.2011 unaffected by this Supplementary Agreement No. 2 shall remain unchanged, the Parties confirming their obligations thereunder. Other essential conditions: Supplementary Agreement No. 2 shall take effect from the moment of its signature and govern the Parties’ legal relationships having developed since October 01, 2011.
on Issue No. 7: On approval of Supplementary Agreement No. 1 to Contract No. 05/09-NRKh for lease of immovable property (non-residential premises) between JSC “Yenisei TGC (TGC-13)” and LLC “Nazarovo Fisheries” dated 02.09.2009 representing an interested party transaction. 1. In accordance with Clause 7 Article 83 of Federal Law No. 208-FZ “On joint-stock companies” dated 26.12.1995, determine the price (estimated monetary value) under Contract No. 05/09-NRKh for lease of immovable property (non-residential premises) dated 02.09.2009 with regard for Supplementary Agreement No. 1 between JSC “Yenisei TGC (TGC-13)” (Lessor) and LLC “Nazarovo Fisheries” (Lessee) proceeding from the market cost as follows: The rent for usage of the Property shall be: 152,875.25 (One hundred and fifty-two thousand eight hundred and seventy-five RUB 25 kopecks) including 18 % VAT – 23,320.00 (Twenty-three thousand three hundred and twenty RUB 00 kopecks). 2. Endorse the interested party transaction i. e.: conclusion of Supplementary Agreement No. 1 to Contract No. 05/09-NRKh for lease of immovable property (non-residential premises) between JSC “Yenisei TGC (TGC-13)” and LLC “Nazarovo Fisheries” dated 02.09.2009 representing an interested party transaction. Parties to the Supplementary Agreement: Lessor ‑ JSC “Yenisei TGC (TGC-13)”; Lessee ‑ LLC “Nazarovo Fisheries” Subject of the Supplementary Agreement: 1. The preamble of Contract No. 05/09-NRKh for lease of immovable property (non-residential premises) dated 02.09.2009 shall be stated as follows: “Joint-Stock Company “Yenisei Territorial Generating Company (TGC-13)” hereinafter referred to as the “LESSOR”, represented by Deputy Director for Legal Issues Maxim Konstantinovich Bem acting pursuant to his rights under Power of Attorney No. 508 dated 01.12.2010 on the one hand, and Limited Liability Company “Nazarovo Fisheries” hereinafter referred to as the “LESSEE”, represented by General Director Sergey Viktorovich Khovansky acting pursuant to his rights under the Charter – on the other, following Article 34 of the Civil Code of the Russian Federation, have concluded this Contract as follows: 2. The preamble of Appendix No. 2 to Contract No. 05/09-NRKh for lease of immovable property (non-residential premises) dated 02.09.2009 shall be stated as follows: “Limited Liability Company “Nazarovo Fisheries” represented by General Director Sergey Viktorovich Khovansky acting pursuant to his rights under the Charter on the one hand and Joint-Stock Company "Yenisei Territorial Generating Company (TGC-13)” represented by Deputy Director for Legal Issues Maxim Konstantinovich Bem acting pursuant to his rights under Power of Attorney No. 508 dated 01.12.2010 – on the other have drawn this certificate as follows: 3. In section “Signatures of the Parties” of the above Lease Contract instead of “General Director of JSC “Nazarovo Fisheries” S. V. Khovansky” one shall read “General Director of LLC “Nazarovo Fisheries” S. V. Khovansky”. 4. Clause 3.1 of the above Lease Contract shall be stated as follows: “The rent for usage of the Property shall be: 152,875.25 (One hundred and fifty-two thousand eight hundred and seventy-five RUB 25 kopecks) including 18% VAT – 23,320.00 (Twenty-three thousand three hundred and twenty RUB 00 kopecks). 5. Clause 3.3 of the above Lease Contract shall be stated as follows: “The amount of rent under this Contract shall be established as a fixed sum of money. The rent calculation shall be performed by the indicators specified in the Calculation of Rent for the Non-Residential Premises (Appendix No. 1 to Supplementary Agreement No. 1). Calculation of rent for an incomplete month shall be performed proportional to the time of the Property usage by the Lessee in the month concerned (calendar days)”. 6. Clause 3.5 of the above Lease Contract shall be stated as follows: “Rent payment manner and form: the Lessee shall on an independent basis remit cash funds in an amount of 13,897.75 RUB (Thirteen thousand eight hundred and ninety-seven RUB 75 kopecks) including 18% VAT – 2,120.00 RUB. (Two thousand one hundred and twenty RUB 00 kopecks) to the Lessor’s settlement account monthly, by the 15th of the current month”. 7. In connection with change of the LESSEE’s details Section 6 of Contract No. 05/09-NRKh for lease of immovable property (non-residential premises) dated 02.09.2009 shall be stated as follows: Locations, postal addresses, banking and other details of the Parties
8. Appendix No. 3 Contract No. 05/09-NRKh for lease of immovable property (non-residential premises) dated 02.09.2009 shall be stated as Appendix No. 1 to Supplementary Agreement No. 1. Other essential conditions: The Contract shall take effect at the moment of signature by the Parties.
on Issue No. 8: On approval of Supplementary Agreement No. 1 to Supplies Contract No. SUEK-10/976ОS between JSC “Yenisei TGC (TGC-13)” and JSC “SUEK” dated 07.09.2010 representing an interested party transaction. 1. In accordance with Clause 7 Article 83 of Federal Law No. 208-FZ “On joint-stock companies” dated 26.12.1995, determine the price (estimated monetary value) under Supplies Contract No. SUEK-10/976ОS dated 07.09.10 with regard to Supplementary Agreement No. 1 to Supplies Contract No. SUEK-10/976ОS between JSC “Yenisei TGC (TGC-13)” (Buyer) and JSC “SUEK”(Seller) dated 07.09.2010 proceeding from the market cost as follows: 20,335,249.04 (Twenty million three hundred and thirty-five thousand two hundred and forty-nine RUB 04 kopecks) including 18%VAT ‑ 3,101,987.14 (Three million one hundred and one thousand nine hundred and eighty-seven RUB 14 kopecks). 2. Endorse the interested party transaction i. e.: conclusion of Supplementary Agreement No. 1 to Supplies Contract No. SUEK-10/976ОS between JSC “Yenisei TGC (TGC-13)” and JSC “SUEK” dated 07.09.2010 on essential conditions as follows: Parties to the Supplementary Agreement: Buyer ‑ JSC “Yenisei TGC (TGC-13)”; Seller ‑ JSC “SUEK” Subject of the Supplementary Agreement: The Parties have reached an agreement on supplies of equipment according to Specifications Nos 2 and 3 (Appendices to the Supplementary Agreement) on conditions as follows: 1. Throughout the text of the Contract the words “in the Appendix” shall read “in the Appendices”. 2. Clause 2.3 of the Contract shall be stated as follows: “Payment for the Equipment under this Contract shall be effected by the Buyer within 20 (twenty) calendar days from the moment of signature of the consignment note against the invoice issued by the Seller. The invoice shall be formalized in accordance with the requirements of Clause 5.6 Article 169 of the Tax Code of the Russian Federation”.
2.3. Date of arrangement of the session of Board of Directors (Supervisory Board) of the Issuer whereat the corresponding decisions were taken: session of the Board of Directors of the Issuer arranged in the form of absentee voting; Date of the Issuer Board of Directors (Supervisory Board) absentee voting ballots collection completion – 09.02.2012. 2.4. Generation date and number of the minutes of the session of Board of Directors (Supervisory Board) of the Issuer whereat the corresponding decisions were taken: session of the Board of Directors of the Issuer arranged in the form of absentee voting; Date and number of the Issuer Board of Directors absentee voting results protocol: 13.02.2012 No. 03/12. | ||||||||||||||
3. Signature | ||||||||||||||
3.1. Director for Legal Issues of JSC “Yenisei TGC (TGC-13)” | M.K. Bem | |||||||||||||
(signature) | ||||||||||||||
3.2. Date | 14 | February | 20 | 12 | Seal here | |||||||||


