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26 Jun 2013

Decisions of the Annual General Shareholders' Meeting of JSC TransContainer

RNS Number : 9184H

OJSC Transcontainer

26 June 2013



OJSC TransContainer

26 June 2013

FOR IMMEDIATE RELEASE

Decisions of the Annual General Shareholders' Meeting of JSC TransContainer

On 26 June 2013, the Annual General Shareholders' Meeting of TransContainer ("TransContainer" or the "Company") (LSE: TRCN) resolved to:

1.   Approve the Annual Report of the Company for 2012.

2.   Approve the annual RAS accounting statements of TransContainer for 2012, including the Profit and Loss Statement.

3.   Approve the following distribution of the net profit1 gained upon the results of activity of TransContainer for 2012:

1 The net profit value is stated in accordance with the Company's RAS accounting statements

Index Description

Amount, rubles

Net profit in 2012 in the amount of distributed as follows:

4,817,151,395.3

Reserve Fund

216,683,806.11

Dividends

1,204,260,409.26

Sponsorship and Charity

240,857,569.77

Investments

3,155,349,610.16

4.  Pay out dividends for 2012 in the amount of RUB 86.67 per one ordinary share by no later than 26 August 2013.

5.  Pay the annual remuneration to the members of the Board of Directors in accordance with Provision on Payment of Remunerations and Compensations to the Members of the Board of Directors approved by the shareholders at TransContainer's Annual General Meeting on 26 June 2012.

6.  Pay the annual remuneration to the members of committees of the Board of Directors in accordance with the Provisions on Payment of Remunerations and Compensations and approved by the Board of Directors of the Company dated 20 April 2011.

7.  Pay the annual remuneration to the members of the Revision Commission in accordance with the Provision on Payment of Remunerations and Compensations to the Members of the Revision Commission of the Company approved by the shareholders at TransContainer's Annual General Meeting on 26 June 2012 as follows:

O. B. Ivanov: 225,000.00 rubles (including 50% of the Revision Commission Chairperson's increase);

S. V. Davydov: 150,000.00 rubles;

N. A. Lem: 150,000.00 rubles;

L.A.Bulgakova: 150,000.00 rubles;

E.V.Yudina: 150,000.00 rubles.

8.  Approve PricewaterhouseCoopers as the Auditor of the Company to audit financial statements of the Company according to RAS and IFRS for 2013.

9.   Elect the following persons to the Board of Directors of TransContainer:

1. Petr Vasilievich Baskakov;

2. Anna Grigorievna Belova;

3. Alexei Nikolaevich Grom;

4. Alexei Yurievich Davydov;

5. Pavel Dmitrievih Ilyichev;

6. Pavel Alexeevich Ivanov;

7. Irina Alexandrovna Kostenets;

8. Yuri Viktorovich Novozhilov;

9. Zhanar Bagdatovna Rymzhanova;

10. David Hexter;

11. Irina Sergeevna Shytkina.

A short biography of the new member of the Board of Directors is set out below.

Pavel Alexeevich Ivanov

Year of birth: 1964

Education: Moscow Institute of Railway Engineers

Specialization: Railway Transport Management

Professional experience for the last 5 years:

2007-2008: Head of the Moscow - Kursk Department, Moscow Railways, a branch of OJSC RZD

2008-2009: Deputy Head of the Transport Management Department, OJSC RZD

2009-2011: First Deputy Head of the Central Traffic Control Directorate, a branch of OJSC RZD

2011 - present: Head of the Central Traffic Control Directorate, a branch of OJSC RZD

 

10.   Elect the following persons to the Revision Commission of TransContainer:

1. Sergey Vladimirovich Davydov;

2. Oleg Borisovich Ivanov;

3. Maria Vladimirovna Kalvarskaya

4. Fyodor Viacheslavovich Kuzin

5. Natalia Alexeevna Lem;

11.   Approve the following amendments and supplements to the Articles of Association of TransContainer:

1. Paragraph 1.6 of section 1 of the Articles of Association shall be amended to read as follows:           

"1.6. Registered address of the Company: Russian Federation, 125047, Moscow, Oruzheiny per., 19."

2. Paragraph 1.7 of section 1 of the Articles of Association shall be amended to read as follows:           

"1.7. Postal address of the Company: 125047, Moscow, Oruzheiny per., 19."

3. Sub-paragraph 3 of paragraph 2.10 of section 2 of the Articles of Association shall be amended to read as follows:

"3) Branch of JSC TransContainer at Northern Railways (short name: Northern Branch): 150003, Yaroslavl, ul. Kooperativnaya, 8;"

4. Sub-paragraph 23 of paragraph 15.1 of section 15 of the Articles of Association shall be amended to read as follows:

"23) adopting resolutions with respect to the entry into a transaction or series of related transactions the subject matter of which is the property, work or services whose value amounts to 5 to 25 per cent of the book value of the Company's assets defined as of the date when it is resolved to enter into such transaction, as well as transactions the subject matter of which is property, work or services whose value amounts to 25 per cent or more of the book value of the Company's assets defined as of the date when it is resolved to enter into such transaction that are entered into in the ordinary course of business of the Company;".

12.   Approve making amendments to the Provision on Payment of Remunerations and Compensations to the members of Board of Directors of TransContainer approved at the Annual General Meeting of Shareholders on 26 June  2012 to the extent of supplement with clause 3.1 read as follows:

"3.1. This remuneration shall not be paid out in case of over-plan loss as of the last reporting date (quarter, year) preceding to the date of the Meeting of the Board of Directors"

13.1. Approve entering into interested-party transactions that the Company may enter into in the future in the ordinary course of business (including A form of payment for sea transportation of cargo, or the use of a ship for a certain period of time. Freight payment is determined by the volume of cargo delivered to the destination
or by the volume of cargo loaded onto the ship.
freight
forwarding agreements; agreements for the provision of services and execution of work related to the arranging of transportation and transporting by sea; agreements for the repair of containers and motor vehicles and agreements for repair of other Company assets; maintenance agreements for the Company's equipment; agreements for the provision of recreation services, agreements for the provision of services and performance of work and transactions of other types).

The decisions specified in this paragraph shall be effective until the next Annual General Meeting of Shareholders of TransContainer.

13.2. Approve entering into interested-party transactions (supplementary agreements to a number of contracts related to the extension of the term, change of banking details of the Parties).

 

Enquiries:

 

TransContainer


Andrey Zhemchugov, Director,
Capital Markets and Investor Relations

+7 495 637 9178

+7 495 609 6062

E-mail

IR(at)remove-this.trcont.ru

Website

www.trcont.ru

 

College Hill


Tony Friend / Alexandra Roper / Galyna Kulachek

+44 (0) 20 7457 2020

 


This information is provided by RNS

The company news service from the London Stock Exchange

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