Information is provided as of December 31, 2024.
In 2024, MTS PJSC did not make any transactions recognized as major transactions in accordance with the Federal Law “On Joint Stock Companies.” The MTS PJSC Charter does not contain any requirements as to extending the procedure for approving major transactions to other transactions made by the Company.
MTS PJSC applies the procedure for making interested-party transactions provided for by Chapter XI of the Federal Law “On Joint Stock Companies”: notifications of such planned transactions shall be sent in accordance with clause 1.1 of Article 81 of the Federal Law “On Joint Stock Companies”; a transaction shall be submitted for consideration by the management bodies (the Board of Directors / General Meeting of Shareholders) as an interested-party transaction only if the Company receives the claims stipulated in clause 1 of Article 83 of the Federal Law “On Joint-Stock Companies.” At the same time, the Company has not received any such claims regarding the transactions mentioned below.
| No. | Contract Name | Parties and material terms & conditions of the transaction | Grounds for Interest |
|---|---|---|---|
| 1. | Supplement Agreement No. 2 to the Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: The interest rate on the loan is set in the amount of 75 percent of the key rate of the Central Bank of the Russian Federation. Should the key rate of the Central Bank of the Russian Federation change within the Contract duration, the amount of interest payable on the loan shall change respectively. Cost: Transaction price: not exceeding RUB3,349,000,000. VAT exempt. Term: This Supplement Agreement comes into effect upon its signing. | Member of MTS PJSC Management Board is concurrently a member of the Board of Directors of a party to the transaction |
| 2. | Contribution to the property | Sole Member: MTS PJSC Company: subsidiary of MTS PJSC Subject matter: Contribution to the property of the Company in the amount of One billion five hundred and twenty million (1,520,000,000) rubles by the Sole Member of the Company — MTS PJSC. Cost: One billion five hundred and twenty million (1,520,000,000) rubles. VAT exempt. Term: No later than December 31, 2024. Other essential terms & conditions: Form of payment: By monetary funds. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 3. | Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: The Lender provides a loan to the Borrower on a repayment basis in total not exceeding Four billion eight hundred million (4,800,000,000) rubles (“Debt Limit”). Cost: not exceeding RUB7,338,000,000.00. VAT exempt. Term: The Borrower shall repay the loan as a lump sum or by installments by December 31, 2026. Other essential terms & conditions: Interest rate: in the amount of the key interest rate of the Central Bank of Russia +2% per annum (currently, 18% of the loan amount per annum). | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 4. | Supplement Agreement No. 1 to the Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: Increase in the limit under the Loan Contract up to RUB752,000,000 (the current limit is RUB100,000,000), extension of the Loan Contract until December 31, 2026 (the current term is until December 31, 2024). Cost: not exceeding RUB1,152,000,000. VAT exempt. Term: This Supplement Agreement comes into effect upon its signing. Other essential terms & conditions: Interest rate: in the amount of the key interest rate of the Central Bank of Russia +2% per annum (currently, 18% of the loan amount per annum). | Member of MTS PJSC Management Board is concurrently a member of the Board of Directors of a party to the transaction |
| 5. | Supplement Agreement No. 2 to the Contract | Agent: MTS PJSC Principal: subsidiary of MTS PJSC Subject matter: Extending the term of fulfillment of obligations under the Agency Contract until December 31, 2024 and determination of the cost for the new period of the Contract. Cost: not exceeding RUB522,000,000, VAT inclusive, including for the period from December 01, 2020 to December 31, 2023 — RUB378,000,000, VAT inclusive for the period from 01.01.2024 to December 31, 2024 — RUB144,000,000, VAT inclusive Term of the Contract: from December 01, 2020 to December 31, 2023 Term of SA2: from December 01, 2020 to December 31, 2024 The Supplement Agreement comes into effect as soon as signed by the parties and govern relations between the parties that have arisen since August 01, 2023. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 6. | Supplement Agreement No. 5 to Service Contract | Commercial Representative: subsidiary of MTS PJSC Customer: MTS PJSC Subject matter of the Contract: providing After-Sales Services to MTS clients in showrooms within the area of MTS activities pursuant to the Rules: — acceptance and registration of Applications filed by the clients pursuant to the Rules; — reference and information services provided to the clients in showrooms pursuant to the Rules with respect to the matters related to executing the Subscriber Contract in accordance with the current legislation of the Russian Federation governing the provision of communications services, as well as with respect to other MTS services provided to the clients; — acceptance of MTS equipment from the client in accordance with the Rules; — acceptance and signing of Addenda to Subscriber Contracts, as well as their registering pursuant to the Rules. Subject matter of SA5: changing the procedure for calculating fees. Cost: the previously approved limit is RUB6,000,000,000, VAT inclusive. Final limit — RUB12,000,000,000, VAT inclusive Term: Indefinite period | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 7. | Supplement Agreement No. 5 to the Loan Contract | Lender: subsidiary of MTS PJSC Borrower: MTS PJSC Subject matter: Increase in the limit under the Loan Contract up to RUB5,000,000,000 (the current limit is RUB 3,000,000,000), extension of the Loan Contract until December 31, 2026 (the current term is until March 31, 2024). Cost: Transaction price: not exceeding RUB8,233,000,000. VAT exempt. Term: This Supplement Agreement comes into effect upon its signing. Other essential terms & conditions: Interest rate: key interest rate of the Central Bank of Russia (currently, 16% of the loan amount per annum). | Members of MTS PJSC Management Board are concurrently the members of the Board of Directors of a party to the transaction |
| 8. | Loan Contract | Lender: subsidiary of MTS PJSC Borrower: MTS PJSC Subject matter: The Lender loans to the Borrower, as a loan, monetary funds on a repayment basis in the total amount not exceeding Three billion (3,000,000,000.00) rubles (“Debt Limit”). Cost: Transaction price: not exceeding RUB4,389,000,000,00. VAT exempt. Term: The Borrower shall repay the loan as a lump sum or by installments by December 31, 2026. Other essential terms & conditions: Interest rate: key interest rate of the Central Bank of Russia (currently, 16% of the loan amount per annum). | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 9. | Supplement Agreement No. 2 to the Loan Contract | Lender: subsidiary of MTS PJSC Borrower: MTS PJSC Subject matter: Increase in the limit under the Loan Contract up to RUB5,500,000,000 (the current limit is RUB 4,000,000,000), extension of the Loan Contract until December 31, 2026 (the current term is until December 31, 2024). Cost: Transaction price: not exceeding RUB8,475,000,000. VAT exempt. Term: This Supplement Agreement comes into effect upon its signing. Other essential terms & conditions: Interest rate: key interest rate of the Central Bank of Russia (currently, 16% of the loan amount per annum). | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 10. | Supplement Agreement No. 1 to the Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: Increase in the limit under the Loan Contract up to RUB5,438,000,000 (the current limit is RUB 438,000,000), extension of the Loan Contract until December 31, 2026 (the current term is until September 30, 2024). Interest rate: in the amount of the key interest rate of the Central Bank of Russia +2% per annum (currently, 18% of the loan amount per annum). Term: This Supplement Agreement comes into effect upon its signing. Cost: not exceeding RUB8,279,000,000. VAT exempt. The transaction price shall be calculated as follows: amount of the loan previously granted + amount of the loan newly granted + interest amount for using the loan over the period before the loan amount increase + interest amount for using the loan over the period from the loan increase date to the Contract expiration date based on the new term of the Contract. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 11. | Agreement for Rendering Advertising Services | Contractor/MTS: MTS PJSC Customer/Client: subsidiary of MTS PJSC Subject matter: MTS shall render the Client the Services for placing Advertising Materials, while the Client shall pay for the Services in accordance with the Contract terms and conditions. MTS shall render the Client the Services based on Orders. Cost: not exceeding RUB8,500,000,000 per year, VAT inclusive. Term: The Contract comes into effect as soon as signed by the authorized representatives of the Parties, cover relations of the Parties that have arisen since November 01, 2023 and remain valid for twelve (12) months, subject to auto-extension. Other essential terms & conditions: none | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 12. | Supplement Agreement No. 2 to the Donation Contract | Donor: MTS PJSC Donatee: Non-Profit Organization Subject matter: increasing the amount of the donation and extending the term of the contract, the subject of which is a voluntary donation for the statutory activities of the Fund in 2023–2024, corresponding to the priority areas of charitable activities of the Donor: — unconditional help to children having severe diseases who are unable to get necessary medical support from the state and whose families cannot afford the treatment required for them; — education; — children and adults cultural and creative development. Cost: the previously approved limit is RUB250,000,000, VAT exempt. the new limit is RUB285,200,000, VAT exempt Term: from the date of signing the contract until March 20, 2025 Does not apply to the period prior to the date of consideration of the transaction by the Audit Committee | President of MTS PJSC, member of Management Board of MTS PJSC is concurrently a member of the Board of a party to the transaction Member of MTS PJSC Management Board is concurrently a member of the Board of a party to the transaction |
| 13. | Contract on alienation of exclusive right | Rightholder: MTS PJSC Acquirer: subsidiary of MTS PJSC Subject matter: The Rightholder shall transfer in full the exclusive right to each Software Program belonging solely to it to the Acquirer for a Fee (alienation of the exclusive right) Cost: RUB968,833,381.38, VAT inclusive, including: — for the full transfer of exclusive rights to the Client Apps in the amount of RUB611,170,202.22, VAT inclusive; — for the full transfer of the exclusive right to other software in the amount of RUB298,052,649.30, VAT inclusive. Term: The Contract comes into effect as soon as signed by the Parties and is valid until the Parties have fulfilled the contractual obligations. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 14. | Partnership Contract | Party 1: MTS PJSC Party 2: subsidiary of MTS PJSC Subject matter: The Parties have agreed to cooperate in terms of joint promotion of their services and Convergent Proposals, as well as part of Subscription by holding a Set of events agreed upon by the Parties. Cost: not exceeding RUB5,365,951,491.60, VAT inclusive. Term: The Agreement comes into effect on April 01, 2024 and is valid until March 31, 2025. The Agreement validity term shall be extended automatically for each subsequent calendar year. | Member of MTS PJSC Board of directors, members of MTS PJSC Management board are concurrently members of the Board of Directors of a party to the transaction |
| 15. | Supplement Agreement No. 1 to the Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: Extension of the Loan Contract validity term until December 31, 2026 (the current term is until March 23, 2024). The loan amount shall remain unchanged (the Debt Limit may not exceed RUB1,000,000,000). Cost: Transaction price: not exceeding RUB1,210,000,000. VAT exempt. Term: This Supplement Agreement comes into effect from the date of signing and covers the Parties’ relations that have arisen since March 23,2024. Other essential terms & conditions: Interest rate: 4.25 percent per annum. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction. President of MTS PJSC is concurrently a member of the Board of Directors of a party to the transaction |
| 16. | Supplement Agreement No.6 to Supplement Agreement No. 1 to Framework Contract | Customer: MTS PJSC Contractor: subsidiary of MTS PJSC Subject matter: increase in the limit of Supplement Agreement No. 1 to the Framework Contract for 2024 Cost: The cost of SA No.1 in 2024 shall not exceed RUB2,875,914,622.80, VAT inclusive. Term: Upon signing by the Parties and until December 31, 2024. The terms and conditions shall apply to relations between the Parties that have arisen since January 01, 2024. Auto-renewal on the same terms and conditions for one calendar year, unlimited number of times. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 17. | Contribution to the property | Participant: MTS PJSC Company: subsidiary of MTS PJSC Subject matter: Contribution to the property of Stream LLC in the amount not exceeding One billion one hundred and eight million six hundred and sixty-three thousand three hundred and eighty-six (1,108,663,386.00) rubles by the participant of the Company — MTS PJSC. Transaction price: Not more than One billion one hundred and eight million six hundred and sixty-three thousand three hundred and eighty-six (1,108,663,386.00) rubles. VAT exempt. Term: Not later than within six months from the date of the relevant Decision. Form of payment: By monetary funds. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 18. | The alienation of the exclusive right to Software program | Rightholder: MTS PJSC Acquirer: subsidiary of MTS PJSC Subject matter: The alienation of the exclusive right to Software program Transaction price: RUB923,886,155, plus VAT at the rate of 20% in the amount of RUB184,777,231. The total amount is RUB1,108,663,386. Term: The Rightholder shall transfer the Objects (compiled on the basis of the source code), source code of each Object, technical and other documentation for the Objects to the Acquirer by providing the Objects on hard disk within fifteen (15) working days from the date of signing this Contract | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 19. | Contribution to the property | Sole member: MTS PJSC Company: subsidiary of MTS PJSC Subject matter: making a contribution to the Company’s property by the Sole Participant. Cost: not exceeding One billion three hundred sixty million (1,360,000,000) rubles; VAT exempt. Term: Not later than within six months from the date of the relevant Decision. Other essential terms & conditions: form of payment — monetary funds. | Members of MTS PJSC Management Board, member of MTS PJSC Board of Directors are concurrently members of the Board of Directors of a party to the transaction |
| 20. | Contribution to the authorized capital | Participant: MTS PJSC Company: subsidiary of MTS PJSC Subject matter: making a contribution to the authorized capital of the Company by the Participant. Cost: at least One billion four hundred and fifty million (1,450,000,000) rubles. VAT exempt. Term: December 31, 2024 at the latest. Other material terms & conditions: the procedure for making a contribution and the form of payment: Part of the contribution is made in non-monetary form by contributing to the authorized capital of the Company of the following shares owned by MTS PJSC: 1) shares in the amount of 99% of the authorized capital of another company with a par value of RUB6,278,971,050; 2) shares in the amount of 99.8% of the authorized capital of another company, with a par value of RUB98,212,381.60. The monetary value of the non-monetary contribution will be determined by an independent appraiser and will be at least 1,000,000,000 rubles. Part of the contribution is made in monetary form by MTS PJSC contributing to the authorized capital of the Company in the amount of RUB450,000,000. | Member of the Board of Directors of MTS PJSC is concurrently the CEO of a party to the transaction |
| 21. | Loan Contract | Party 1: subsidiary of MTS PJSC Party 2: Borrower: MTS PJSC Subject matter: The Lender provides the Borrower with monetary funds on a repayable basis as a loan in the total amount not exceeding One billion (1,000,000,000) rubles (“the Debt Limit”). Cost: not exceeding RUB1,402,000,000. VAT exempt. Term: The Borrower shall repay the loan as a lump sum or by installments by December 31, 2026. Other essential terms & conditions: interest rate: key rate of the Central Bank of Russia (currently, 16% of the loan amount per annum). | Member of MTS PJSC Management Board is concurrently a member of the Board of Directors of a party to the transaction |
| 22. | Contribution to the property | Participant: MTS PJSC Company: subsidiary of MTS PJSC Subject matter: contribution to the property in the amount not exceeding Two billion two hundred and five million (2,205,000,000) rubles by the participant of the Company — MTS PJSC. Cost: not exceeding Two billion two hundred five million (2,205,000,000) rubles. VAT exempt. Term: Not later than within six months from the date of the relevant Decision. Other essential terms & conditions: form of payment — monetary funds. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction Member of MTS PJSC Management Board is concurrently the CEO and the member of the Board of Directors of a party to the transaction |
| 23. | Loan Contract | Lender: subsidiary of MTS PJSC Borrower: MTS PJSC Subject matter: The Lender provides the Borrower with funds in the ownership in the manner and on the terms stipulated by this Contract, provided that the amount of the lump-sum debt on any day of the validity of this Contract may not exceed Six billion and 00/100 (6,000,000,000) rubles. Cost: not exceeding RUB8,871,000,000. VAT exempt. Term: The Borrower undertakes to return to the Lender the amount of the loan received under this Contract within the Debt Limit no later than June 24, 2027. Other essential terms & conditions: interest rate: key rate of the Central Bank of Russia (currently, 16% of the loan amount per annum). | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 24. | Contract for traffic transmission for SMS messaging services | Contractor: MTS PJSC Messaging customer: subsidiary of MTS PJSC Subject matter: advertising and other messaging to the Customer’s clients about MTS PJSC services and products. A package of SMS messages is provided to the customers of messaging. The package cost also includes sending SMS messages by the messaging Customer to the network of other Operators. Cost: RUB7,320,000,000.00, VAT inclusive Term: The Contract comes into force upon its signing by the authorized representatives of the Parties, shall apply to the relations of the Parties arising from September 01, 2024, and shall remain in force until August 31, 2026. The Parties have agreed to consider this Contract as extended automatically for each subsequent calendar year, unless either Party declares in writing thirty (30) days prior to the date of its expiration. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction Member of MTS PJSC Management Board is concurrently the CEO and the member of the Board of Directors of a party to the transaction |
| 25. | Supplement Agreement No. 6 to the Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: extending the loan contract term until December 31, 2026 (current term – until December 31, 2024) without increasing the limit (current limit — RUB3,100,000,000). Cost: not exceeding RUB5,004,000,000.00. VAT exempt. Term: The Supplement Agreement comes into effect upon its signing. Interest rate: key interest rate of the Central Bank of Russia (currently, 18.00%. of the loan amount per annum). | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 26. | Supplement Agreement No. 6 to the Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: extending the loan contract term until December 31, 2026 (current term — until December 31, 2024) without increasing the limit (current limit — RUB3,100,000,000). Cost: not exceeding RUB4,901,000,000. VAT exempt Term: The Supplement Agreement comes into effect upon its signing. Interest rate: key interest rate of the Central Bank of Russia (currently, 18.00% of the loan amount per annum). | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 27. | Supplement Agreement No. 4 to the Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: extending the loan contract term until December 31, 2026 (current term — until December 31, 2024) without increasing the limit (current limit – RUB3,100,000,000). Cost: not exceeding RUB4,791,000,000. VAT exempt. Term: The Supplement Agreement comes into effect upon its signing. Interest rate: key interest rate of the Central Bank of Russia (currently, 18.00%. of the loan amount per annum). | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 28. | Supplement Agreement No. 4 to the Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: extending the loan contract term until December 31, 2026 (current term — until December 31, 2024) without increasing the limit (current limit — RUB3,100,000,000). Cost: not exceeding RUB4,971,000,000. VAT exempt Term: The Supplement Agreement shall become effective upon its signing. Interest rate: key interest rate of the Central Bank of Russia (currently, 18.00%. of the loan amount per annum). | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 29. | Loan Contract | Lender: subsidiary of MTS PJSC Borrower: MTS PJSC Subject matter: The Lender provides the monetary funds to the Borrower’s ownership under the procedure and on the terms as specified by this Contract provided that the total aggregate debt at any time within the Contract validity period shall not exceed Five billion six hundred million and 00/100 (5,600,000,000.00) rubles. Cost: not exceeding RUB8,786,000,000.00. VAT exempt. The transaction price shall be calculated as follows: loan amount + interest amount for using the loan over the entire loan period. Interest rate: key interest rate of the Central Bank of Russia (currently, 19% of the loan amount per annum). Term: The Borrower shall repay the loan not later than October 15, 2027 Other essential terms & conditions: None | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 30. | Contribution to the property | Party 1: MTS PJSC Party 2: subsidiary of MTS PJSC Subject matter: Contribution to the property of the Company in the amount of Two billion one hundred and twenty-three million (2,123,000,000) rubles by the sole member of the Company — MTS PJSC. Cost: Two billion one hundred twenty-three million (2,123,000,000) rubles. VAT exempt. Term: Contribution to the property of the Company shall be paid not later than within six months from the date of the relevant Decision. Other essential terms & conditions: Payment of the contribution to the property of the Company shall be made in the form of remittance to the bank account of the Company. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction President of MTS PJSC is concurrently a member of the Board of Directors of a party to the transaction |
| 31. | Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: The Lender provides a loan to the Borrower on a repayment basis in total not exceeding Four billion eight hundred million (4,800,000,000.00) rubles (“Debt Limit”). Cost: Transaction price: not exceeding RUB7,818,000,000.00. VAT exempt. Interest rate: key interest rate of the Central Bank of Russia +2% (currently, 21% of the loan amount per annum). Term: The Borrower shall repay the loan not later than October 15, 2027 Other essential terms & conditions: None | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 32. | Contribution to the property | Party 1: MTS PJSC Party 2: subsidiary of MTS PJSC Subject matter: Contribution to the property of the Company in the amount not exceeding Two billion (2,000,000,000) rubles by the participant of the Company – MTS PJSC. Cost: Not exceeding Two billion (2,000,000,000) rubles. VAT exempt. Term: Contribution to the property of the Company shall be paid not later than within six months from the date of the relevant Decision. Other essential terms & conditions: Payment of the contribution to the property of the Company shall be made in the form of remittance to the bank account of the Company. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 33. | Supplement Agreement No. 1 to Contract on the allocation of funds on a returnable basis | Lender: subsidiary of MTS PJSC Borrower: MTS PJSC Subject matter: Extending the Loan Contract term until December 31, 2027 (current term – until December 31, 2024) without increasing the limit (current limit — RUB1,000,000,000). Cost: not exceeding RUB1,611,000,000. VAT exempt. Interest rate: key interest rate of the Central Bank of Russia (currently, 19.00% of the loan amount per annum). Term: The Borrower shall repay the loan not later than December 31, 2027 | Member of the Management Board of MTS PJSC is concurrently the CEO of a party to the transaction |
| 34. | Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: The Lender provides the Borrower with monetary funds on a repayable basis as a loan in the total amount not exceeding One billion eight hundred seventeen million (1,817,000,000) rubles (the “Debt Limit”). Interest rate: key interest rate of the Central Bank of Russia +2% (currently, 21% of the loan amount per annum). Term: The Borrower shall repay the loan within the term by September 30, 2027. Transaction price: not exceeding RUB2,950,000,000.00. VAT exempt. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 35. | Supplement Agreement No. 2 to the Contract | Customer: MTS PJSC Contractor: subsidiary of MTS PJSC Subject matter: Increase in the volume and cost of rendering comprehensive fee-based services for areas of PR services; marketing services; services regarding rates and regional policy; linear broadcasting support services; strategic media business development services. Cost: RUB1,831,596,808.61, VAT inclusive. (the previously approved cost is RUB1,413,549,959.34 VAT inclusive;) Term of the Contract: The Contract comes into effect on January 01, 2024 (provided the Parties have passed corporate procedures) and shall be valid until December 31, 2024, but in any case, until the Parties fulfill their obligations properly and in full. Validity term of SA No.2: This Supplement Agreement comes into effect upon its signing and govern relations between the Parties arising after January 01, 2024. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 36. | Supplement Agreement No. 5 to the Contract | Party 1: MTS PJSC Party 2: subsidiary of MTS PJSC Subject matter of the Contract: increase the limit under the Service Contract, where the Parties have agreed to cooperate in terms of joint promotion of their services and Convergent Proposals, as well as by holding a Set of events agreed upon by the Parties. Cost: not exceeding RUB9,278,718,404.40, VAT inclusive (previously approved limit not exceeding RUB5,365,951,491.60, VAT inclusive) Cost: not exceeding RUB5,365,951,491.60, VAT inclusive. Contract validity term: The Contract comes into effect on April 01, 2024 and is valid until March 31, 2025. The Contract validity term shall be extended automatically for each subsequent calendar year. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 37. | Supplement Agreement No. 1 to Supplement Agreement No. 21 for goods supply | Buyer: MTS PJSC Supplier: subsidiary of MTS PJSC Subject matter: changing maximum quantitative (866,000 units of goods: smartphones, laptops, routers, etc.) and price values for certain categories of goods for the period from December 1, 2023, through December 31, 2024. Cost: RUB9,960,000,000, VAT 20% inclusive. the previously approved limit is RUB4,878,000,000, VAT inclusive Term: This Agreement comes into effect as of the date of its signing by the Parties and remain valid until the Parties perform obligations hereunder in full. The Agreement is valid for the period from December 1, 2023 through December 31, 2024. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 38. | Supplement Agreement No. 3 to the Loan Contract | Lender: MTS PJSC Borrower: subsidiary of MTS PJSC Subject matter: Increasing the limit under the Loan Contract up to RUB6,438,000,000 (the current limit is RUB 5,438,000,000). Interest rate: in the amount of the key interest rate of the Central Bank of Russia +2% per annum (currently, 23.00% of the loan amount per annum). Term: The Supplement Agreement comes into effect upon its signing. Term of the Loan Contract: until December 31, 2026. Transaction price: not exceeding RUB9,975,000,000. VAT exempt. The transaction price shall be calculated as follows: amount of the loan previously granted + amount of the loan newly granted + interest amount for using the loan over the period before the loan amount increase + interest amount for using the loan over the period from the loan increase date to the Contract expiration date. | Member of MTS PJSC Management Board is concurrently a member of the Board of Directors of a party to the transaction |
| 39. | Supplement Agreement No. 22 to the Contract for the Supply of Goods | Buyer: MTS PJSC Supplier: subsidiary of MTS PJSC Subject matter: setting maximum quantitative (736,000 units of goods: smartphones, laptops, routers, etc.) and price values for certain categories of goods for the period from January 1, 2025 through December 31, 2025. Cost: RUB7,800,000,000 per annum, VAT inclusive. Term: The Agreement comes into effect on January 1, 2025 and shall remain in force through December 31, 2025. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 40. | Contract | Contractor: subsidiary of MTS PJSC Customer: MTS PJSC Subject matter: rendering comprehensive fee-based services: PR, marketing, services regarding rates and regional policy; linear broadcasting support services; strategic media business, content development services. Cost: RUB1,828,327,622.25, VAT inclusive Term: The Contract comes into effect from January 01, 2025 and shall remain in force until December 31, 2025, subject to auto-renewal. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 41. | Supplement Agreement No.7 to Supplement Agreement No.1 to Framework Contract | Buyer: MTS PJSC Seller: subsidiary of MTS PJSC Subject matter of the Framework Contract: rendering a set of services using the Seller’s infrastructure for the purposes of providing communications services to MTS subscribers. The subject matter of SA No. 1 to Framework Contract: — enabling shared use of the set of technical communication facilities from OLT to the ONT port aimed at providing the Customer’s subscribers with communication services; — performing maintenance on the Contractor’s network technical communication facilities to be made available for use, and of the subscriber line in area of responsibility of the Customer and the subscriber; — settling the incidents related to adjusting and replacing the end equipment and the subscriber line in area of responsibility of the Customer and the subscriber; — executing the Customer’s requests for activating BBA/TV and other services for subscribers-individuals, as well as making adjustments. Subject matter of SA No. 7 to SA No. 1: extending Supplement Agreement No. 1 to the Framework Contract for 2025. Cost of SA No. 1: not exceeding RUB3,999,278,572.80, VAT inclusive The previously approved cost is RUB2,875,914,622.80 VAT inclusive. Term of SA No. 1: upon signing by the Parties and until December 31, 2025. The terms and conditions shall apply to relations between the Parties that have arisen since January 01, 2025. Auto-renewal on the same terms and conditions for one calendar year, unlimited number of times. | Members of MTS PJSC Management Board are concurrently members of the Board of Directors of a party to the transaction |
| 42. | Agreement of Purchase and Sale of a Share in the Authorized Capital of MTS PJSC Subsidiary | Buyer: MTS PJSC Seller: MTS PJSC subsidiary Subject matter: Purchase and sale of the share in the amount of 12.173% with the par value of RUB 147 291.71 in the authorized capital of other MTS PJSC subsidiary Value: Purchase Price is RUB 1 365 000 000 (one billion three hundred and sixty-five million), VAT free Term: Subject to making an entry in the Unified State Register of Legal Entities on transition of rights to the Share to the Buyer, the Buyer shall pay to the Seller the Purchase Price (as a lump sum or by installments) on or prior to December 31, 2026. Other material terms and conditions: The Purchase Price shall be paid by way of transfer of the respective monetary amount in rubles to the Seller’s settlement account. The obligation of the Buyer to pay the Purchase Price shall be considered fulfilled at the time of debiting the amount (last installment) equal to the Purchase Price in rubles from the Buyer’s settlement account. | The Members of the Management Board of MTS PJSC are simultaneously the Members of the Board of Directors of MTS PJSC subsidiary, which is a party to the transaction. A Member of the Management Board of MTS PJSC is simultaneously the General Director and a Member of the Board of Directors of MTS PJSC subsidiary, which is a party to the transaction. |