PJSC Tatneft. Annual report 2017
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PJSC Tatneft. Annual report 2017

Report on transactions concluded by PJSC TATNEFT n.a. V.D. Shashin in 2017, which are recognized as transactions with interest

APPROVED by the decision of the Board of Directors of PJSC TATNEFT n.a. V.D. Shashin, Minutes No. 12 of April 04, 2018.

Data reliability has been confirmed by the conclusion of the Audit Commission of PJSC TATNEFT n.a. V.D. Shashin.

The present report lists transactions carried out by PJSC Tatneft named after V.D.Shashin (hereinafter PJSC Tatneft) in 2017, which are recognised by the Federal Law on Joint-Stock Companies No 208-FZ of 26/12/1995 as non-arm’s lengths transactions.

Persons listed herein are recognised as interested in the transactions as of the transaction date.

1. Non-arm's length transactions carried out in 2017
Transaction date Transaction approval date The corporate body that approved or ratified the transaction Information about the person(s) interested in the transaction, subject matter of the transaction, and its essential terms

31/01/2017

26/08/2016

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of an additional agreement to the purchase and sale agreement between PJSC Tatneft named after V.D.Shashin and AO TANECO.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Increasing the value of the purchase and sale agreement of commodities, including spare tools and accessories for the equipment for the Oil Refinery and Petrochemical Complex in Nizhnekamsk No 430/13.02-06/13 of 23/10/2013.

Transaction parties:
PJSC Tatneft 

Interested parties:
Public Joint Stock Company Tatneft named after V.D. Shashin as a controller of AO TANECO 

 

Full Name

PJSC Tatneft named after V.D. Shashin

AO TANECO

1.

N.U. Maganov

Member of the Board of Directors, member of the collegial executive body (Chair), individual executive body

Member of the Board of Directors (Chair)

2.

R.K. Sabirov

Member of the Board of Directors

Member of the Board of Directors

3.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

4.

N.M. Glazkov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: RUB 400,000,000.00 (four hundred million), which is 0.06% of the book cost of the Company's assets as of 30/06/2016.
Due dates: 31/12/2019

17/01/2017

20/03/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of immovable assets purchase and sale agreement with AO TANECO.
Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Alienation of immovable assets to AO TANECO

  • Immovable asset: Title 007, Section 1300: Naphtha hydrotreater

Transaction parties:
PJSC Tatneft named after V.D. Shashin and AO TANECO

Interested parties:
Public Joint Stock Company Tatneft named after V.D. Shashin as a controller of AO TANECO

 

Full Name

PJSC Tatneft named after V.D. Shashin

AO TANECO

1.

N.U. Maganov

Member of the Board of Directors, member of the collegial executive body (Chair), individual executive body

Member of the Board of Directors (Chair)

2.

R.K. Sabirov

Member of the Board of Directors

Member of the Board of Directors

3.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

4.

N.M. Glazkov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: RUB 3,412,704,046.8 (three billion, four hundred and twelve million, seven hundred and four thousand, forty six and 00/100), which is 0.493% of the book cost of the Company's assets as of 30/09/2016.
Due dates: 17/12/2017

20/03/2017

31/03/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of a waver letter between AO TANECO as a Borrower, PJSC Tatneft named after V.D.Shashin as a Guarantor, and CITIBANK EUROPE PLS UK BRANCH as a Documentation Agent for a framework agreement of 30 May 2013 on establishing a EUR 55,000,000 (in US$ equivalent) credit line for purchases covered by Hermes export credit agency.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: 

  • Amending PJSC Tatneft's liabilities in parts concerning distribution of assets and acquisitions. The guarantee provided by PJSC Tatneft named after V.D.Shashin shall remain in full effect.
  • Beneficiary: AO TANECO

Transaction parties: PJSC Tatneft named after V.D. Shashin, AO TANECO, CITIBANK Europe UK Branch

Interested parties:
Public Joint Stock Company Tatneft named after V.D. Shashin as a controller of AO TANECO

 

Full Name

 PJSC Tatneft named after V.D. Shashin

AO TANECO

1.

N.U. Maganov

Member of the Board of Directors, member of the collegial executive body (Chair), individual executive body

Member of the Board of Directors (Chair)

2.

R.K. Sabirov

Member of the Board of Directors

Member of the Board of Directors

3.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

4.

N.M. Glazkov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: n/a

Due date: Until the parties fully fulfil their obligations

15/06/2017

17/05/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Purchase and sale agreement between PJSC Tatneft named after V.D.Shashin and PJSC Zenit Bank on the bank's additional issue of shares.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Purchase of PJSC Zenit Bank's additional issue of shares.

Transaction parties: PJSC Tatneft named after V.D. Shashin and PJSC Zenit Bank

Interested parties:
Public Joint Stock Company Tatneft named after V.D. Shashin as the PJSC Zenit Bank controller

 

Full Name

 PJSC Tatneft named after V.D. Shashin

PJSC Zenit Bank

1.

N.U. Maganov

Member of the Board of Directors, member of the collegial executive body (Chair), individual executive body

Chairman
of the Board of Directors

2.

N.Z. Syubayev

Member of the collegial executive body

Member of the Board of Directors

3.

Sh.F. Takhautdinov

Member of the Board of Directors

Member of the Board of Directors

4.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: RUB 14,000,000,000 (fourteen million), which is 1.86% of the book cost of the Company's assets as of 31/03/2017.

Due date: Until the parties fully fulfil their obligations

27/06/2017

26/05/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Purchase and sale agreement between PJSC Tatneft named after V.D.Shashin and PJSC Ak Bars Bank on the bank's additional issue of shares.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Purchase of PJSC Ak Bars Bank's additional issue of shares.

Transaction parties: PJSC Tatneft named after V.D. PJSC Ak Bars Bank

Interested parties:

 

Full Name

PJSC Tatneft named after V.D. Shashin

PJSC Ak Bars Bank

1.

V.Yu.Sorokin

Member of the Board of Directors

Chairman of the Board of Directors

2.

N.Z. Syubayev

member
of the collegial executive body

Member of the Board
of Directors

3.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: not more than RUB 5,000,000,000 (five billion), which is 0.67% of the book cost of the Company's assets as of 31/03/2017.

Due date: Until the parties fully fulfil their obligations

16/06/2017

17/05/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of an agreement on termination of the subordinated deposit No 12-002/2008 of 06/03/2008 and repayment of the subordinated deposit.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Termination of Subordinated Loan Agreement No 12-002/2008 of 06/03/2008 and early repayment of the subordinated deposit:

  • Deposit amount: US$ 14,000,000.00 (fourteen million and 00/100).
  • Interest rate: annual 8% of the deposit amount 
  • The agreement shall be terminated after the approval of early repayment of the subordinate deposit by the Bank of Russia

Transaction parties: PJSC Tatneft named after V.D. Shashin and PJSC Zenit Bank

Interested parties:
Public Joint Stock Company Tatneft named after V.D. Shashin as the PJSC Zenit Bank controller

 

Full Name

 PJSC Tatneft named after V.D. Shashin

PJSC Zenit Bank

1.

N.U. Maganov

Member of the Board of Directors, member of the collegial executive body (Chair), individual executive body

Chairman
of the Board of Directors

2.

N.Z. Syubayev

member
of the collegial executive body

Member of the Board of Directors

3.

Sh.F. Takhautdinov

Member of the Board of Directors

Member of the Board of Directors

4.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: US$ 14,000,000.00 (fourteen million), which is 0.11% of the book cost of the Company's assets as of 31/03/2017.

Due date: After the approval of early repayment of the subordinate deposit by the Bank of Russia

16/06/2017

17/05/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: termination of the agreement on subordinated deposit No 12-001/2008 of 06/03/2008 and repayment of the subordinated deposit

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Termination of Subordinated Loan Agreement No 12-001/2008 of 06/03/2008 and early repayment of the subordinated deposit:

  • Deposit amount: US$ 20,200,000.00 (twenty million, two hundred thousand and 00/100).
  • Interest rate: annual 8 % of the deposit amount
  • The agreement shall be terminated after the approval of early repayment of the subordinate deposit by the Bank of Russia

Transaction parties: PJSC Tatneft named after V.D. Shashin and PJSC Zenit Bank

Interested parties:
Public Joint Stock Company Tatneft named after V.D. Shashin as the PJSC Zenit Bank controller

 

Full Name

 PJSC Tatneft named after V.D. Shashin

PJSC Zenit Bank

1.

N.U. Maganov

Member of the Board of Directors, member of the collegial executive body (Chair), individual executive body

Chairman
of the Board of Directors

2.

N.Z. Syubayev

member
of the collegial executive body

Member of the Board of Directors

3.

Sh.F. Takhautdinov

Member of the Board of Directors

Member of the Board of Directors

4.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: US$ 20,200,000.00 (twenty million and two hundred thousand), which is 0.16% of the book cost of the Company's assets as of 31/03/2017.

Due date: after the approval of early repayment of the subordinate deposit by the Bank of Russia

16/06/2017

17/05/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of an agreement on termination of the subordinated deposit agreement No 12-003/2008 of 08/04/2008 and repayment of the subordinated deposit.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Termination of Subordinated Loan Agreement No 12-003/2008 of 08/04/2008 and early repayment of the subordinated deposit:

  • Deposit amount: RUB 406,500,000.00 (four hundred and six million, five hundred thousand and 00/100)
  • Interest rate: annual 9% of the deposit amount
  •  The agreement shall be terminated after the approval of early repayment of the subordinate deposit by the Bank of Russia

Transaction parties: PJSC Tatneft named after V.D. Shashin and PJSC Zenit Bank

Interested parties:
Public Joint Stock Company Tatneft named after V.D. Shashin as the PJSC Zenit Bank controller

 

Full Name

 PJSC Tatneft named after V.D. Shashin

PJSC Zenit Bank

1.

N.U. Maganov

Member of the Board of Directors, member of the collegial executive body (Chair), individual executive body

Chairman
of the Board of Directors

2.

N.Z. Syubayev

member
of the collegial executive body

Member of the Board of Directors

3.

Sh.F. Takhautdinov

Member of the Board of Directors

Member of the Board of Directors

4.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: RUB 406,500,000.00 (four hundred and six million, five hundred thousand and 00/100), which is 0.06% of the book cost of the Company's assets as of 31/03/2017.

Due date: after the approval of early repayment of the subordinate deposit by the Bank of Russia

16/06/2017

17/05/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of an agreement on termination of the subordinated deposit agreement No 12-001/2013 of 15 January 2013 and repayment of the subordinated deposit.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction:
Termination of the agreement on subordinated deposit No 12-001/2013 of 15 January 2013 and early repayment of the subordinated deposit.

  • Deposit amount: RUB 3,600,000.00(three billion, six hundred million and 00/100)
  •  Interest rate: annual 15 % of the deposit amount
  • The agreement shall be terminated after the approval of early repayment of the subordinate deposit by the Bank of Russia

Transaction parties: PJSC Tatneft named after V.D. Shashin and PJSC Zenit Bank

Interested parties:
Public Joint Stock Company Tatneft named after V.D. Shashin as the PJSC Zenit Bank controller

 

Full Name

 PJSC Tatneft named after V.D. Shashin

PJSC Zenit Bank

1.

N.U. Maganov

Member of the Board of Directors, member of the collegial executive body (Chair), individual executive body

Chairman
of the Board of Directors

2.

N.Z. Syubayev

Member of the collegial executive body

Member of the Board of Directors

3.

Sh.F. Takhautdinov

Member of the Board of Directors

Member of the Board of Directors

4.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: RUB 3,600,000,000.00 (three billion, six hundred million and 00/100), which is 0.51% of the book cost of the Company's assets as of 31/03/2017.

Due date: after the approval of early repayment of the subordinate deposit by the Bank of Russia

16/06/2017

17/05/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of an agreement on termination of the agreement on subordinated deposit No 0002/30/681/12-004/2008 of 08/07/2008 and repayment of the subordinated deposit.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction:
Termination of the agreement on subordinated deposit No 0002/30/681/12-004/2008 of 08/07/2008 and early repayment of the subordinated deposit:

  • Deposit amount: RUB 1,500,000,000.00 (one billion, five hundred million and 00/100)
  • Interest rate: annual 15 % of the deposit amount
  • The agreement shall be terminated after the approval of early repayment of the subordinate deposit by the Bank of Russia

Transaction parties: PJSC Tatneft named after V.D. Shashin and PJSC Zenit Bank

Interested parties:
Public Joint Stock Company Tatneft named after V.D. Shashin as the PJSC Zenit Bank controller

 

Full Name

PJSC Tatneft named after V.D. Shashin

PJSC Zenit Bank

1.

N.U. Maganov

Member of the Board of Directors, member of the collegial executive body (Chair), individual executive body

Chairman
of the Board of Directors

2.

N.Z. Syubayev

Member of the collegial executive body

Member of the Board of Directors

3.

Sh.F. Takhautdinov

Member of the Board of Directors

Member of the Board of Directors

4.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: RUB 1,500,000,000,000.00 (one billion, five hundred million and 00/100), which is 0.21% of the book cost of the Company's assets as of 31/03/2017.

Due date: after the approval of early repayment of the subordinate deposit by the Bank of Russia

31/12/2017

24/08/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of immovable assets purchase and sale agreement between PJSC Tatneft and AO TANECO.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Alienation of immovable assets to AO TANECO on the following essential terms:

  • Immovable asset: Main step-down substation, title 122/3

Transaction parties: PJSC Tatneft named after V.D. Shashin and AO TANECO

Interested parties: Public Joint Stock Company Tatneft named after V.D. Shashin as a controller of AO TANECO

 

Full Name

PJSC Tatneft named after V.D. Shashin

AO TANECO

1.

N.U. Maganov

Member of the Board of Directors, member of the collegial executive body (Chair), individual executive body

Member of the Board of Directors (Chair)

2.

R.K. Sabirov

Member of the Board of Directors

Member of the Board of Directors

3.

E.A. Tikhturov

Member of the collegial executive body

Member of the Board of Directors

4.

N.M. Glazkov

Member of the collegial executive body

Member of the Board of Directors

5.

V.D. Ershov

Member of the collegial executive body

Member of the Board of Directors

Transaction value: RUB 1,150,142,837.16 (one billion, one hundred and fifty million, one hundred and forty two thousand, eight hundred and thirty seven and 16/100), which is 0.15% of the book cost of the Company's assets as of 30/06/2017.

Due dates: 31/12/2018

31/12/2017

28/09/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of immovable assets purchase and sale agreement between PJSC Tatneft and AO TANECO.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Alienation of immovable assets to AO TANECO on the following essential terms:

  •   Immovable asset: Pipe Racks with Off-plot Process Piping and Steam Pipelines (Title 070, Section 0903)

Transaction parties: PJSC Tatneft named after V.D. Shashin and AO TANECO

Interested parties: Public Joint Stock Company Tatneft named after V.D. Shashin as a controller of AO TANECO

Transaction value: RUB 830,648,332.08 (eight hundred and thirty million, six hundred and forty eight thousand, three hundred and thirty two and 08/100), which is 0.11% of the book cost of the Company's assets as of 30/06/2017.

Due dates: 31/12/2018

26/12/2017

26/10/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of immovable assets purchase and sale agreement between PJSC Tatneft and AO TANECO.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Alienation of immovable assets to AO TANECO on the following essential terms:

  • Light Naphtha Isomerisation Unit, Title 007, Section 1800

Transaction parties: PJSC Tatneft named after V.D. Shashin and AO TANECO

Interested parties: Public Joint Stock Company Tatneft named after V.D. Shashin as a controller of AO TANECO

Transaction value: RUB 6,076,292,284.33 (six billion, seventy six million, two hundred and ninety two thousand, two hundred and eighty four and 33/100), which is 0.79% of the book cost of the Company's assets as of 30/06/2017.

Due dates: 31/05/2018

26/12/2017

30/11/2017

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of immovable assets purchase and sale agreement between PJSC Tatneft and AO TANECO.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: Alienation of immovable assets to AO TANECO on the following essential terms:

  • Immovable asset: Thermal Clamping Water and Heating Water Station, Title 139/2, Section 7550.

Transaction parties: PJSC Tatneft named after V.D. Shashin and AO TANECO

Interested parties: Public Joint Stock Company Tatneft named after V.D. Shashin as a controller of AO TANECO

Transaction value: RUB 923,035,010.21 (nine hundred and twenty three million, thirty five thousand and ten and 21/100) which is 0.12 % of the book cost of the Company's assets as of last accounting reporting date 30/09/2017.

Due dates: 31/05/2018

29/12/2017 

30/01/2018

PJSC Tatneft Board of Directors

Subject matter of the transaction: Signing of a movable and immovable assets purchase and sale agreement between PJSC Tatneft named after V.D.Shashin and OOO Alabuga-2.Neftekhimiya (Petrochemicals) Management Company.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction:
Alienation of movable and immovable assets of OOO Alabuga-2.Neftekhimiya (Petrochemicals) Management Company on the following essential terms:

  • Immovable asset: Pet Coke Loading Station

Transaction parties: PJSC Tatneft named after V.D. Shashin and OOO Alabuga-2.Neftekhimiya (Petrochemicals) Management Company

Interested parties: Public Joint Stock Company Tatneft named after V.D. Shashin as a controller of OOO Alabuga-2.Neftekhimiya (Petrochemicals) Management Company

Transaction value: RUB 578,593,031.00 (five hundred and seventy eight million, five hundred ninety three thousand, thirty one and 00/100) (without VAT), which makes 0.076% of the book cost of the Company's assets as of the accounting reporting date 30/09/2017.

Due date: Until the parties fully fulfil their obligations

23/08/2017

30/01/2018

PJSC Tatneft Board of Directors

Subject matter of the transaction: A non-arm's length transaction whereby PJSC Tatneft named after V.D.Shashin (the Company) signs a Waiver Letter of 23 August 2017 for a framework agreement of 30/05/2013 on establishing credit lines of EURO 55,000,000 in US$ equivalent covered by Hermes expert credit agency.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: modification of liabilities in the Clauses 29 . 18 (Loans and Credits), 29 . 19 (Disclaimer of guarantees and compensation), and 29 . 22 (Transactions with own shares) of the Contract of 30/05/2013. The guarantee provided by PJSC Tatneft named after V.D.Shashin  shall remain in full effect.

Transaction parties: TANECO Joint-stock Company as a Borrower, PJSC Tatneft named after V.D. Shashin as a Guarantor and CITIBANK EUROPE PLS UK BRANCH as a Documentation Agent

  • Beneficiary: AO TANECO

Interested parties: Public Joint-stock Company Tatneft named after V.D. Shashin as a controller of AO TANECO

Transaction value: n/a

Due date: Until the parties fully fulfil their obligations 

23/08/2017

30/01/2018

PJSC Tatneft Board of Directors

Subject matter of the transaction: A non-arm's length transaction whereby PJSC Tatneft named after V.D.Shashin (the Company) signs a Waiver Letter of 23 August 2017 under an agreement on establishing a credit line of USD 75,000,000 covered by EKF expert credit agency on 15 November 2011.
Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: modification of liabilities in the Clauses 26.16 (Loans and Credits), 26.17 (Disclaimer of guarantees and compensation), and 26.20 (Transactions with own shares) of the Contract of 15 November 2011. The guarantee provided by PJSC Tatneft named after V.D.Shashin  shall remain in full effect.

Transaction parties: TANECO Joint-stock Company as a Borrower, PJSC Tatneft named after V.D. Shashin as a Guarantor and NORDEA BANK AB (PUBL) as a Documentation Agent;

  • Beneficiary: AO TANECO

Interested parties: Public Joint-stock Company Tatneft named after V.D. Shashin as a controller of AO TANECO

Transaction value: n/a

Due date: Until the parties fully fulfil their obligations

12/07/2017

30/01/2018

PJSC Tatneft Board of Directors

Subject matter of the transaction: A non-arm's length transaction whereby PJSC Tatneft named after V.D.Shashin (the Company) signs a Waiver Letter of 12 July 2017 for a framework agreement of 15 November 2011 on establishing a credit line of USD 144,480,000 covered by SACE expert credit agency.

Substance of the transaction, including civil rights and obligations to be established, modified or terminated under the transaction: modification of liabilities in the Clauses 30.17 (Loans and Credits), 30.18 (Disclaimer of guarantees and compensation), and 30.21 (Transactions with own shares) of the Contract of 15 November 2011. The guarantee provided by PJSC Tatneft named after V.D.Shashin  shall remain in full effect.

Transaction parties: TANECO Joint-stock Company as a Borrower, PJSC Tatneft named after V.D. Shashin as a Guarantor and SOCIETE GENERALE as a Documentation Agent;

  • Beneficiary: AO TANECO

Interested parties: Public Joint-stock Company Tatneft named after V.D. Shashin as a controller of AO TANECO

Transaction value: n/a

Due date: Until the parties fully fulfil their obligations

2. Extraordinary transactions in the reporting year:

The present report is to be published by the Company pursuant to the Articles 52 and 81 of the Federal Law on Joint-Stock Companies 208-FZ of 26/12/1995.

The report is also to be included in the materials to be distributed among the persons entitled to participate the Company’s annual general meeting of shareholders for information purposes.

The Board of Directors considered the “Report of Non-arm’s Length Transactions Carried out by PJSC Tatneft named after V.D.Shashin in 2017 “ at the meeting on April 24, 2018 and made the following resolution: To approve the “Report of Non-arm’s Length Transactions Carried out by PJSC Tatneft named after V.D.Shashin”.