Notice of AGM
RNS Number : 3344F
21 April 2011
21 April 2011
Notice of Annual General Meeting of Shareholders
On April 20, 2011, the Board of Directors of JSC TransContainer (TRCN) (the "Company") resolved to convene an annual General Meeting of Shareholders to be held at Moscow, Tverskaya st., 26/1, Marriott Grand Hotel, at 11.00 a.m. on 28 June 2011 following a shareholder request.
The agenda for the annual General Meeting of the Shareholders comprises the following matters:
1. The introduction of the amendments and supplements to the Articles of Association of JSC TransContainer.
2. Approval of the annual report.
3. Approval of the annual financial statements.
4. Distribution of profit and losses according to the results of the fiscal year.
5. Payment (declaration) of a dividend according to the results of the fiscal year.
6. Approval of the Regulations for Payment of Remuneration and Reimbursement to members of the Board of Directors of JSC TransContainer.
7. Payment of the remuneration to members of the Company's Board of Directors.
8. Payment of the remuneration to members of the Company's Audit Commission.
9. Approval of the Company's auditor.
10. Election of members of the Company's Audit Commission.
11. Approval of related party transactions.
12. Election of members of the Company's Board of Directors.
Notice of the annual General Meeting of Shareholders will be sent by certified mail to persons authorised to participate not later than May 27, 2011.
The amendments and supplements to the Articles of Association of JSC TransContainer are set out below.
1. The following subparagraphs to be deleted from Section 2 (Paragraph 2.10) of the Articles:
"16) JSC TransContainer (Kaliningrad Railway) (Abbreviated name: Kaliningrad Branch): 236039, Kaliningrad, Portovaya Street, 27 а;
17) Grayzi Transportation equipment for shipping cargo via various means of transport. Containers are durable enough for repeated use and can be stacked. Containers are divided into medium-duty (three- and five-tonne), which conform to former Soviet Union standards and are still used for shipments in Russia and the CIS, and ISO (20- and 40-foot) containers, which are used for Russian and international shipments. The universal standard unit TEU (twenty-foot equivalent unit) was introduced to measure transport flow volumes.
Container Manufacturing Plant (JSC TransContainer Branch) (Abbreviated name: Grayzi Container Manufacturing Plant): 399055, Lipetsk Region, Gryazi, Stantsionnaya Street, 1;"
2. Section 7 (Paragraph 7.6.) of the Articles to be amended to read as follows:
"7.6. The dividend payment period shall be determined by the General Meeting of Shareholders of the Company in accordance with the laws of the Russian Federation and shall not be greater than 60 days following the date of the decision to pay the dividends. In the event that the dividend payment period has not been determined by the General Meeting of Shareholders, it shall be considered equal to 60 days following the date of the decision to pay the dividends.
The Company may not assign beneficial dividend payment period to specific holders of shares of one category (type). Dividends payable on shares of each category (type) shall be paid to all holders of shares of the specific category (type) at the same time.";
3. The word "emissions" shall be deleted from Section 15 (Paragraph 15.1, Subparagraph 8) of the Articles.
4. Subparagraph а (Section 15, Paragraph 15.1, Subparagraph 37) of the Articles shall be deleted. Subparagraphs b - k (Section 15, Paragraph 15.1, Subparagraph 37) of the Articles to be read as if they were indicated as paragraphs a - j (Section 15, Paragraph 15.1, Subparagraph 37) of the Articles, respectively.
5. Paragraph 16.1. (Section 16) of the Articles to be amended to read as follows:
"16.1. The number of the members of the Board of Directors shall be eleven (11)";
6. The term "issue" used in Subparagraph 7 (Paragraph 24.1, Section 24) of the Articles of Association to be replaced by the term "securities".
7. To amend paragraph 24.1 (Section 24) of the Articles by inserting Subparagraph 16 that reads as follows:
"16) Incorporation Agreements;".
8. Subparagraph 16 (Paragraph 24.1, Section 24) of the Articles to be considered indicated as
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