Related Party Transactions

All transactions with related parties were carried out at arm’s length.

Transactions approved by General Meeting of Shareholders of OAO TMK

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№
п/п		Parties to the transactionSubject of the transaction and material termsRelated parties
1Bank – OAO URALSIB,
Principal – ZAO TMK Trade House,
Guarantor – OAO TMK		Surety agreement to secure the obligations of the Principal under loan facility agreements.
Amount: RUB 4,000,000,000
Term: 22 March 2017		Members of the Board of Directors:
Kaplunov, A.Yu., Shiryaev, A.G.;
Members of the Management Board:
Semerikov, K.A., Petrosyan, T.I.
2Lender – OAO TMK,
Borrower – ZAO Seversky Tube Works		Loan agreement
Amount: RUB 3,000,000,000
Term: 26 January 2014		Members of the Board of Directors:
Kaplunov, A.Yu., Shiryaev, A.G.;
Members of the Management Board:
Klachkov, A.A., Petrosyan, T.I.
3Lender – OAO TMK,
Borrower – ZAO Volzhsky Pipe Plant		Loan agreement
Amount: RUB 3,000,000,000
Term: 25 January 2014		Members of the Board of Directors:
Kaplunov, A.Yu., Shiryaev, A.G.;
Members of the Management Board:
Lyalkov, A.G., Petrosyan, T.I.
№
п/п		Parties to the transactionSubject of the transaction and material termsRelated parties
1Bank – OAO URALSIB,
Principal – ZAO TMK Trade House,
Guarantor – OAO TMK		Surety agreement to secure the obligations of the Principal under loan facility agreements.
Amount: RUB 4,000,000,000
Term: 22 March 2017		Members of the Board of Directors:
Kaplunov, A.Yu., Shiryaev, A.G.;
Members of the Management Board:
Semerikov, K.A., Petrosyan, T.I.
2Lender – OAO TMK,
Borrower – ZAO Seversky Tube Works		Loan agreement
Amount: RUB 3,000,000,000
Term: 26 January 2014		Members of the Board of Directors:
Kaplunov, A.Yu., Shiryaev, A.G.;
Members of the Management Board:
Klachkov, A.A., Petrosyan, T.I.
3Lender – OAO TMK,
Borrower – ZAO Volzhsky Pipe Plant		Loan agreement
Amount: RUB 3,000,000,000
Term: 25 January 2014		Members of the Board of Directors:
Kaplunov, A.Yu., Shiryaev, A.G.;
Members of the Management Board:
Lyalkov, A.G., Petrosyan, T.I.

Transactions approved by the Board of Directors of OAO TMK

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1Bank – OAO URALSIB,
Borrower – ZAO TMK Trade House,
Guarantor – OAO TMK		Surety agreement to secure the obligations of the
Principal under loan facility agreements.
Amount: RUB 8,000,000
Term: 22 March 2015		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Semerikov, K.A.,
Petrosyan, T.I.
2Lender – Sonatrach (Algeria),
Borrower – ТМК Global SA,
Guarantor – OAO TMK		Surety agreement in favour of the Lender for the full
amount of Borrower's obligations.
Amount: RUB 6,760,047,454.56		OAO TMK
3Lender – Credit Suisse AG,
Borrower – ТМК M.E. FZCO;
Guarantor – OAO TMK		Surety/guarantee agreement to secure Borrower's
obligations to the Lender under the loan facility
agreement.
Amount: RUB 1,468,001,000
Term: 31 July 2015		OAO TMK
4Agent – OAO TMK,
Principal – ZAO Seversky Tube Works		Agency agreement.Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Klachkov, A.A.,
Petrosyan, T.I.
5OAO TMK,
OAO Volzhsky Pipe Plant		Addendum to the Agreement on transfer of powers
of the sole executive body of OAO Volzhsky Pipe Plant
to OAO TMK which provides for a higher price of its
services.
Amount: RUB 634,368,000
Term: till 1 January 2015		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Lyalkov, A.G.,
Petrosyan, T.I.
6OAO TMK,
OAO Sinarsky Pipe Plant		Addendum to the Agreement on transfer of powers
of the sole executive body of OAO Sinarsky Pipe Plant
to OAO TMK which provides for a higher price of its
services.
Amount: RUB 634,368,000
Term: till 1 January 2015		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Lyalkov, A.G.,
Petrosyan, T.I.
7OAO TMK,
OAO Seversky Tube Works		Addendum to the Agreement on transfer of powers of
the sole executive body of OAO Seversky Tube Works
to OAO TMK which provides for prolongation of powers
of the sole executive body and a higher price of its
services.
Amount: RUB 634,368,000
Term: till 1 January 2015		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Klachkov, A.A.,
Petrosyan, T.I.
8OAO TMK,
OAO TAGMET		Addendum to the Agreement on transfer of powers of
the sole executive body of OAO TAGMET to OAO TMK
which provides for a higher price of its services.
Amount: RUB 634,368,000
Term: till 1 January 2015		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Petrosyan, T.I.
9Company – OAO TNK-BP Holding,
Guarantor – OAO TMK,
Debtor – ZAO TMK Trade House		Addendum to the Surety agreement to secure Debtor’s
obligations to refund advance payments.
Amount: RUB 1,950,000,000
Term: till 30 June 2013		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Petrosyan, T.I.
10Bank – Gazprombank (Switzerland),
Guarantor – OAO TMK,
Borrower – TMK Middle East		Guarantee Agreement to secure obligations of ТМK
Middle East under the L/C and loan facility agreement.
Amount: RUB 1,366,771,500
Term: 29 December 2015		ОАО ТМК
1Bank – OAO URALSIB,
Borrower – ZAO TMK Trade House,
Guarantor – OAO TMK		Surety agreement to secure the obligations of the
Principal under loan facility agreements.
Amount: RUB 8,000,000
Term: 22 March 2015		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Semerikov, K.A.,
Petrosyan, T.I.
2Lender – Sonatrach (Algeria),
Borrower – ТМК Global SA,
Guarantor – OAO TMK		Surety agreement in favour of the Lender for the full
amount of Borrower's obligations.
Amount: RUB 6,760,047,454.56		OAO TMK
3Lender – Credit Suisse AG,
Borrower – ТМК M.E. FZCO;
Guarantor – OAO TMK		Surety/guarantee agreement to secure Borrower's
obligations to the Lender under the loan facility
agreement.
Amount: RUB 1,468,001,000
Term: 31 July 2015		OAO TMK
4Agent – OAO TMK,
Principal – ZAO Seversky Tube Works		Agency agreement.Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Klachkov, A.A.,
Petrosyan, T.I.
5OAO TMK,
OAO Volzhsky Pipe Plant		Addendum to the Agreement on transfer of powers
of the sole executive body of OAO Volzhsky Pipe Plant
to OAO TMK which provides for a higher price of its
services.
Amount: RUB 634,368,000
Term: till 1 January 2015		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Lyalkov, A.G.,
Petrosyan, T.I.
6OAO TMK,
OAO Sinarsky Pipe Plant		Addendum to the Agreement on transfer of powers
of the sole executive body of OAO Sinarsky Pipe Plant
to OAO TMK which provides for a higher price of its
services.
Amount: RUB 634,368,000
Term: till 1 January 2015		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Lyalkov, A.G.,
Petrosyan, T.I.
7OAO TMK,
OAO Seversky Tube Works		Addendum to the Agreement on transfer of powers of
the sole executive body of OAO Seversky Tube Works
to OAO TMK which provides for prolongation of powers
of the sole executive body and a higher price of its
services.
Amount: RUB 634,368,000
Term: till 1 January 2015		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Klachkov, A.A.,
Petrosyan, T.I.
8OAO TMK,
OAO TAGMET		Addendum to the Agreement on transfer of powers of
the sole executive body of OAO TAGMET to OAO TMK
which provides for a higher price of its services.
Amount: RUB 634,368,000
Term: till 1 January 2015		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Petrosyan, T.I.
9Company – OAO TNK-BP Holding,
Guarantor – OAO TMK,
Debtor – ZAO TMK Trade House		Addendum to the Surety agreement to secure Debtor’s
obligations to refund advance payments.
Amount: RUB 1,950,000,000
Term: till 30 June 2013		Members of the Board of Directors: Kaplunov, A.Yu.,
Shiryaev, A.G.;
Members of the Management Board: Petrosyan, T.I.
10Bank – Gazprombank (Switzerland),
Guarantor – OAO TMK,
Borrower – TMK Middle East		Guarantee Agreement to secure obligations of ТМK
Middle East under the L/C and loan facility agreement.
Amount: RUB 1,366,771,500
Term: 29 December 2015		ОАО ТМК

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