Report on Transactions made by INARCTICA PJSC in 2022 that are Recognised as Major Transactions and/or Interested-Party Transactions in accordance with the Federal Law on Joint Stock Companies
In 2022, INARCTICA PJSC did not approve (make) any transactions recognised as major transactions in accordance with the Federal Law On Joint Stock Companies, as well as other transactions subject to the major transaction approval procedure in accordance with the Company’s Charter.
Information on interested-party transactions:
S.No.
Transaction
Essential conditions
Interested party(ies) at the time of the transaction
Information on how the Company’s governing body considered the transaction
1.
Surety contract No. 013501/22 dated 25 April 2022
Parties to the transaction:
Surety: Russian Aquaculture Public Joint Stock CompanyBusiness name of INARCTICA Public Joint Stock Company effective through 31 August 2022.
Bank (Lender): Moscow Credit Bank (Public Joint Stock Company)
Borrower: Russian Sea – Aquaculture Limited Liability CompanyBusiness name INARCTICA NORTH-WEST Limited Liability Company effective through 16 September 2022. (OGRN 5077746511893, INN 7722607816).
Subject of the Surety Agreement: The Surety jointly with the Borrower agrees to be liable to the Bank in full for the Borrower performing all its obligations under Loan Agreement No. 0135/22 with establishment of total debt limit of RUB 1,500,000,000 (One billion five hundred million 00 kopecks), as well as be liable for obligations for any new borrower in case of transfer of debt under the Loan Agreement to another person, including in case of transfer of debt under the Loan Agreement to the Borrower’s legal successor as a result of reorganisation of the Borrower or to any of the companies belonging to the Borrower’s group of companies.
Surety term: 60 months from the date of the Surety Agreement.
Ilya Sosnov acted as the sole executive body of Russian Aquaculture PJSC and Russian Sea–Aquaculture LLC.
Conclusion of the Surety contract was approved by the extraordinary General Meeting of Shareholders of INARCTICA PJSC, Minutes No. 78 dated 31 August 2022.
2.
Supplementary Agreement No. 2 dated 9 September 2022 to Surety Agreement No. MOS/PR/132/20 dated 3 November 2020
Parties to the transaction:
Surety: Russian Aquaculture Public Joint Stock Company
Lender: ROSBANK Public Joint Stock Company
Borrower (Beneficiary): Russian Sea – Aquaculture Limited Liability Company (OGRN 5077746511893, INN 7722607816).
Subject of the Supplementary Agreement:
Amendments made by Supplementary Agreement No. 2 to the terms and conditions of the Principal Agreement:
Final repayment date – no later than twenty-four (24) months from the date of the Supplemental Agreement is signed;
Availability period – no later than twelve (12) months from the date of the Supplemental Agreement is signed;
The Lender provides funds to Russian Sea – Aquaculture LLC in the form of loans, the one-time amount of indebtedness of which will not exceed RUB 1,000,000,000 (One billion Russian roubles).
The maximum fixed interest rate on loans will not exceed 25% (twenty-five per cent) per annum and the maximum margin on floating rate loans will not exceed 5% (five per cent) per annum.
Interest may be charged on each loan granted by the Lender as follows:
at a fixed rate offered by the Borrower and accepted by the Lender, or
at a floating rate determined as the sum of the applicable MosPrime rate and the margin, or
at a floating rate determined as the sum of the Bank of Russia key rate and a margin.
The amount of the margin in respect of each floating-rate loan shall be proposed by the Borrower and shall be accepted by the Lender.
The choice of rate (fixed or floating) shall be subject to agreement between the Parties and acceptance by the Lender as provided in the terms and conditions of the Principal Agreement.
If the Borrower breaches its obligations under the Loan Agreement, including but not limited to the credit turnover provisions, the Lender may at its sole discretion unilaterally increase the interest rate by only 0.50 (zero point five per cent) % per annum.
Ilya Sosnov acted as the sole executive body of Russian Aquaculture PJSC and Russian Sea–Aquaculture LLC.
Conclusion of the Supplemental Agreement was approved by the Board of Directors of Russian Aquaculture PJSC, Minutes No. 382 dated 5 September 2022.
3.
Supplemental Agreement No.1 dated 6 December 2022 to Surety Agreement No. 04778/MR-DP2 dated 15 December 2021
Parties to the transaction:
Surety: INARCTICA Public Joint Stock Company
Lender: VTB Bank (Public Joint Stock Company)
Borrower (Beneficiary): INARCTICA North-west Limited Liability Company (OGRN 5077746511893, INN 7722607816).
Subject of the Supplementary Agreement:
Amend the term “Loan Agreement” in clause 1.1., Article 1 “DEFINITIONS” of Surety Agreement No. 04778/MR-DP2 dated “15” December 2021 (hereinafter also the “Agreement”) and its definition to read as follows: “Loan Agreement” – loan agreement No. 04778/MR dated 15 December 2021, including supplementary agreement No. 1 dated 6 December 2022 to loan agreement No. 04778/MR dated 15 December 2021, concluded between the Lender and the Borrower”;
Amend sub-paragraph 2.1.8, Clause 2.1., Article 2. “SUBJECT OF THE AGREEMENT” of the Agreement to read as follows: “2.1.8. to pay a penalty of 0.01 (Zero point one hundredth) per cent of the Principal Debt under the Loan Agreement on the due date, but not less than RUB 30,000.00 (Thirty thousand 00/100), charged by the Lender in the event of non-performance/undue performance of any obligation specified in sub-paragraphs 17, 39–41 of Clause 9.1. of the Loan Agreement, and subject to the Bank’s decision not to exercise the right to suspend/prematurely collect the debt to be paid by the Borrower within ten (10) calendar days after receipt of the Lender’s demand for payment of the penalty, in accordance with Clause 11.5. of the Loan Agreement”.
Ilya Sosnov acted as the sole executive body of INARCTICA PJSC and INARCTICA NW LLC.
Conclusion of the Supplementary Agreement was approved by the Board of Directors of INARCTICA, Minutes No. 387 dated 15 November 2022.
4.
Supplementary Agreement No. 2 dated 22 November 2022 to Surety Agreement No. 0001-031/00156/0 101 dated 23 June 2021
Parties to the Supplementary Agreement:
Surety: INARCTICA Public Joint Stock Company
Lender: URALSIB BANK Public Joint Stock Company
Borrower (Beneficiary): INARCTICA North-west Limited Liability Company (OGRN 5077746511893, INN 7722607816).
Subject of the Supplementary Agreement:
The Surety undertakes to be jointly and severally liable with INARCTICA North-West Limited Liability Company (OGRN 5077746511893, INN 7722607816, hereinafter the Borrower) to the Lender for the Borrower’s performance of all its obligations under Credit Line Agreement No. 0001-031/00 156 on opening a credit line with a debt limit (subject to Supplemental Agreement No. 1 dated 10 November 2021), Supplementary Agreement No. 2 dated 28 March 2022 and Supplementary Agreement No. 3 thereto) concluded between the Borrower and the Lender on 23 June 2021 (hereinafter the “Principal Agreement”) to the same extent as the Borrower.
This clause changes the interest rate for the use of the Loan.
Ilya Sosnov acted as the sole executive body of INARCTICA PJSC and INARCTICA NW LLC.
Conclusion of the Supplementary Agreement was approved by the Board of Directors of INARCTICA, Minutes No. 388 dated 21 November 2022.