App 2. Major and Related-party Transactions

List of transactions executed by Acron in 2014 that are considered major transactions or transactions requiring approval under the JSC Acron Charter and the Federal law On Joint Stock Companies

In the reporting year, Acron executed one major transaction under the Federal law On Joint Stock Companies, specifically: a facility agreement under which the Creditors undertake to jointly grant to Acron (“Borrower”) monetary funds denominated in U.S. dollars in the amount of up to USD 525,000,000, and the Borrower undertakes to repay the amount along with the accrued interest, and to make other payments provided for by the agreement. The deadline for Borrower’s obligations is 60 months from the first disbursement.

The Creditors in the transactions are Societe Generale, Rosbank (PJSC JSCB), HSBC Bank plc, HSBC Corporate Trustee Company (UK) Limited, Bank of China Limited (Luxembourg branch), International Investment Bank, and AO UniCredit Bank.

Transaction value in money terms is up to USD 640,000,000 (RUB 36,275,264,000 at the rate as of 30 December 2014) (or 36.67% of the asset value). The transaction was approved by Acron Board of Directors.

Acron’s Charter does not specify any grounds for considering a transaction a major transaction that requires specific approval procedure, other than those stipulated by law.

List of related-party transactions executed by Acron in 2014 and requiring approval under the Federal law On Joint Stock Companies

Related-party transactions in 2014 were approved by resolutions of Acron general meetings and the Board of Directors, passed and disclosed pursuant to the Federal law On Joint Stock Companies, the Federal law On the Securities Market, and the Federal law On Counteracting the Illegal Use of Insider Information and Market Manipulation.

Pursuant to the Federal law On Joint Stock Companies, the chief executive officer (president) of the Company, members of the Managing Board and Board of Directors, and any Company shareholder holding more than 20% of voting shares (CJSC Acronagroservice) were considered as interested persons for the purpose of defining related-party transactions. No such persons took part in approving any related-party transaction.

Transaction Party and Name (Scope) Number of Transactions Actual Transaction Value (RUB ‘000)
Dorogobuzh    
Sales, supply, exchange contracts 6 28,300
Lease agreement 5 65,236
Loan agreement 12 4,695,000
Tender and paid service contracts 2 45,113
Contribution to authorised capital 1 564,000
Total value of transactions with Dorogobuzh 26 5,397,649
Acron-Trans    
Shipping and forwarding contracts 2 2,352,794
Lease agreement 1 49
Total value of transactions with Acron-Trans 3 2,352,843
Nikulinskoye    
Sales, supply, exchange contracts 1 83
Tender and paid service contracts 2 5,700
Lease agreement 1 127
Financial assistance 1 48,215
Total value of transactions with Nikulinskoye 5 54,125
Machine Building Plant - Acron    
Sales, supply, exchange contracts 201 291,057
Lease agreement 2 4,783
Tender and paid service contracts 18 11,775
Total value of transactions with  Machine Building Plant - Acron 221 307,615
North-Western Phosphorous Company    
Sales, supply, exchange contracts 4 1,326,750
Lease agreement 1 14,076
Loan agreement 2 280,000
Total value of transactions with North-Western Phosphorous Company   7 1,620,826
VPC    
Loan agreement 1 600,000
Lease agreement 1 403
Total value of transactions with  VPC 2 600,403
Agronova International Inc.    
Sales, supply, exchange contracts 16 6,397,253
Total value of transactions with Agronova International Inc. 16 6,397,253
Agronova-Rostov    
Sales, supply, exchange contracts 2 48,101
Total value of transactions with Agronova-Rostov 2 48,101
Agronova-Kuban    
Sales, supply, exchange contracts 2 21,947
Storage agreement 1 40
Total value of transactions with Agronova-Kuban 3 21,987
LebedyanAgronova    
Sales, supply, exchange contracts 3 8,568
Storage agreement 1 18
Total value of  transactions with LebedyanAgronova 3 8,586
Agronova-Volga    
Sales, supply, exchange contracts 2 89,607
Total value of transactions with Agronova-Volga 2 89,607
Agronova-Krasnodar    
Sales, supply, exchange contracts 2 24,992
Storage agreement 1 52
Total value of transactions with Agronova-Krasnodar 3 25,044
EletsAgronova    
Sales, supply, exchange contracts 2 8,397
Storage agreement 1 18
Total value of transactions with  EletsAgronova 3 8,415
ZadonskAgronova    
Sales, supply, exchange contracts 2 19,811
Storage agreement 1 7
Total value of transactions with ZadonskAgronova 3 19,818
GryaziAgronova    
Sales, supply, exchange contracts 2 18,213
Storage agreement 1 9
Total value of transactions with GryaziAgronova   3 18,222
Acron-Remstroy    
Sales, supply, exchange contracts 65 18,390
Lease agreement 3 3,344
Tender and paid service contracts 30 234,088
Total value of transactions with Acron-Remstroy 98 255,822
Acron-Remont    
Sales, supply, exchange contracts 41 7,318
Lease agreement 5 10,222
Tender and paid service contracts 46 746,022
Total value of transactions with Acron-Remont   92 763,562
Acron-Service    
Sales, supply, exchange contracts 49 6,595
Lease agreement 5 5,170
Tender and paid service contracts 28 323,327
Total value of transactions with  Acron-Service 82 335,092
Acronit    
Loan agreement 2 3,081,350
Financial assistance 1 1,390,000
Total value of transactions with Acronit 3 4,471,350
Agronova-Belgorod    
Sales, supply, exchange contracts 6 376,348
Storage agreement 1 119
Total value of transactions with Agronova-Belgorod 7 376,467
Agronova Europe AG    
Sales, supply, exchange contracts 66 26,068,637
Total value of transactions with Agronova Europe AG   66 26,068,637
Agronova-Bryansk    
Sales, supply, exchange contracts 2 21,724
Total value of transactions with Agronova-Bryansk   2 21,724
Acron Food Production facility    
Sales, supply, exchange contracts 3 1,286
Tender and paid service contracts 15 35,241
Lease agreement 2 4,943
Total value of transactions with Acron Food Production facility   20 41,470
Novgorodsky GIAP    
Lease agreement 2 1,908
Tender and paid service contracts 39 509,921
Total value of transactions with Novgorodsky GIAP 41 511,829
Acron Medical Centre    
Sales, supply, exchange contracts 1 64
Tender and paid service contracts 10 34,729
Lease agreement 3 1,877
Total value of transactions with Acron Medical Centre 14 36,670
BaltaiAgronova    
Sales, supply, exchange contracts 2 15,917
Total value of transactions with BaltaiAgronova   2 15,917
Acron Hotel    
Tender and paid service contracts 18 1,516
Total value of transactions with Acron Hotel 18 1,516
DorogobuzhRemstroy   ,
Tender and paid service contracts 1 9,488
Total value of transactions with DorogobuzhRemstroy 1 9,488
ENGservice    
Lease agreement 1 45
Tender and paid service contracts 9 9,249
Total value of transactions with ENGservice 10 9,294
Moscow Stud Farm No.1    
Sales, supply, exchange contracts 1 720
Total value of transactions with Moscow Stud Farm No.1 1 720
Norica Holding S.a. r.L    
Loan agreement 5 6,525,974
Total value of transactions with Norica Holding S.a r.L 5 6,525,974
Acronagrotrans Ltd    
Loan agreement 6 3,302,850
Total value of transactions with  Acronagrotrans Ltd 6 3,302,850
Acron-Invest    
Financial assistance 1 550
Total value of transactions with Acron-Invest 1 550
Acronagroservice    
Tender and paid service contracts 1 34
Lease agreement 1 131
Total value of transactions with Acronagroservice 2 165
Karand    
Financial assistance 1 350
Total value of transactions with Karand 1 350
Acronagrotrading    
Financial assistance 1 1,500
Total value of transactions with  Acronagrotrading 1 1,500
Plodorodie    
Lease agreement 1 143
Loan agreement 1 100,000
Financial assistance 1 2,000
Total value of transactions with Plodorodie 3 102,143
Kubris    
Sales, supply, exchange contracts 1 6,400
Total value of transactions with Kubris 1 6,400
Agronova-Orel    
Sales, supply, exchange contracts 1 13,570
Total value of transactions with Agronova-Orel 1 13,570
Dorogobuzh Polymer    
Sales, supply, exchange contracts 2 18,578
Total value of transactions with Dorogobuzh Polymer 2 18,578
National Institute for Corporate Reform Foundation, non-profit organisation    
Financial assistance 1 16,500
Total value of transactions with National Institute for Corporate Reform Foundation, non-profit organisation 1 16,500
Investment Port Company    
Financial assistance 1 140
Total value of transactions with Investment Port Company 1 140
MRC Salt of the Earth    
Financial assistance 1 400
Total value of transactions with MRC Salt of the Earth 1 400
Starosmolenskoe    
Tender and paid service contracts 1 1,200
Total value of transactions with Starosmolenskoe 1 1,200

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