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20 Sep 2012

Press release on Decision of the Board of Directors at 19 September 2012

Press Release on Decisions Adopted by the Board of Directors on 19 September 2012
On 19 September 2012, the Board of Directors of JSC TransContainer held an in-person meeting and decided to:
1. An extraordinary General Meeting of Shareholders shall be convened.
2. It shall be determined that the extraordinary General Meeting of Shareholders shall be held in the form of joint presence, with prior sending of bulletins.
3. The date of the extraordinary General Meeting of Shareholders shall be: October 31, 2012.
4. The place of the extraordinary General Meeting of Shareholders shall be:  Moscow, Oruzheiny pereulok, 19, conference room.
5. The time of the extraordinary General Meeting of Shareholders shall be: 11:00 (Moscow time).
6. The place and time of commencement of registration of shareholders (representatives of shareholders) shall be: Moscow, Oruzheiny pereulok, 19, conference room, 10:00 (Moscow time).
7. The date of compilation of the list of persons having the right to participate in the extraordinary General Meeting of Shareholders shall be: September 20, 2012.
8. Yulia Borisovna Gelfer shall be elected the secretary of the extraordinary General Meeting of Shareholders.
9. A representative of the Company's registrar, the Registrar Society "STATUS", JSC, shall be appointed the person exercising the functions of the counting board at the extraordinary General Meeting of Shareholders.
10. The following agenda of the extraordinary General Meeting of Shareholders shall be approved:
Approval of interested party transactions.
11. The form and text of the notice of the extraordinary General Meeting of Shareholders shall be approved.
12. The notice of the extraordinary General Meeting of Shareholders shall be sent to the persons having the right to participate in the extraordinary General Meeting of Shareholders by registered mail on or before October 1, 2012.
13. It shall be recommended that the General Meeting of Shareholders approve entering into a liability insurance contract (policy) in respect of the liability of directors, officers and companies between JSC TransContainer and JSC AlfaStrakhovanie, which is a related party transaction
14. The form and text of the voting bulletin at the extraordinary General Meeting of Shareholders shall be approved.
15. Completed voting bulletins may be sent to the following mailing address: 125047, Moscow, Oruzheiny pereulok, 19, reception office.
16. It shall be determined that the following information (materials) be provided to persons entitled to participate in the extraordinary General Meeting of Shareholders:
Explanatory note and draft contract under item "Approval of entering into a related party transaction".
17. It shall be established that persons entitled to participate in the extraordinary General Meeting of Shareholders may obtain this information in the office of the executive body at: Moscow, Oruzheiny pereulok, 19, room 341, from October 1, 2012 to October 31, 2012 on business days from 10:00 to 17:00 (Moscow time) and at the Company's web-site at www.trcont.ru from October 1, 2012.
18. Report of the Director General on Operating Results of JSC TransContainer for the six month of 2012 (implementation of business plan, performance of contracts, staff policy, credit policy, social programs, insurance protection, implementation of decisions of the Board of Directors) shall be approved.
19. Information about forecast of implementation of JSC TransContainer budget for 2012 shall be noted.
20. Director General of the Company P.V. Baskakov shall be paid a bonus based on the results of work in Quarter 2 of 2012.
21. Target performance indicators of JSC TransContainer and key parameters of the investment program of JSC TransContainer for 2013 shall be approved.
22. The report on the implementation of the credit policy as of June 30, 2012 shall be noted.
23. Certificated unconvertible interest-bearing bearer bonds of series 03, series 04 subject to mandatory centralized custody shall be placed.
24. Approve the Securities Issue Decision in respect of certificated unconvertible interest-bearing bearer bonds of series 03 and series 04 subject to mandatory centralized custody.
25. Approve the Securities Prospectus in respect of certificated unconvertible interest-bearing bearer bonds of series 03 and series 04 subject to mandatory centralized custody.
26. Exchange-traded certificated unconvertible interest-bearing bearer bonds of series BO-01, BO-02 and BO-03 subject to mandatory centralized custody shall be placed.
27. Approve the Securities Issue Decision in respect of exchange-traded certificated unconvertible interest-bearing bearer bonds of series BO-01, series BO-02 and series BO-03 subject to mandatory centralized custody.
28. Approve the Securities Prospectus in respect of exchange-traded certificated unconvertible interest-bearing bearer bonds of series BO-01, series BO-02 and series BO-03 subject to mandatory centralized custody.
29. Approve the entering into a Contract for the arrangement of bond (exchange-traded bond) issues among JSC TransContainer, JSC Alfa-Bank, JSC VTB Capital and JSC Raiffeisenbank, which is an interested party transaction.
30. Approve the entering into a contract for the provision pf services related to securities placement between JSC TransContainer and JSC VTB Capital, which is an interested party transaction.
31. Approve the purchase of securities (bonds of series 03 and 04, bonds of series BO-01, BO-02 and BO-03), which are including the interested party transactions.
32. Information concerning the implementation of the critical risks action plan in Quarter 2 of 2012 shall be noted.
33. The remuneration of the auditor, ZAO PricewaterhouseCoopers Audit, for the review of abbreviated and consolidated interim financial information for the six month of 2012 prepared in compliance with IFRS, audit of accounting (financial) statements of JSC TransContainer prepared in compliance with RAS and consolidated financial statements in compliance with IFRS for 2012 shall amount to 14,180,000 (fourteen million one hundred eighty thousand) rubles excluding VAT.
34. The principal terms and conditions of contracts for the provision of audit services between JSC TransContainer and ZAO PricewaterhouseCoopers Audit shall be approved.
35. Approve the provision of charitable aid to:
35.1. Sergiev Posad Orphan Asylum for Mentally Disabled Children "Berezka" to cover expenses related to purchase of patient handling equipment in the amount of 1,934,300 rubles;
35.2. employee of JSC TransContainer N. F. Bultakova in the amount of 60,000 rubles;
35.3. Kamyshin Municipal Organization Russian Society of the Disabled in the form of provision of three 5-ton containers that were excluded from the inventory pool shall be approved;
35.4. employee of JSC TransContainer L. A. Laryukhina to cover expenses related to surgery operation on her son in the amount of 49,920 rubles shall be approved;
35.5. Charity Foundation TransSoyuz in the amount of 87,020,000 rubles shall be approved.
36. Withdrawal of Logistic Investment SARL from JSC Kedentransservice by transfer of 20.1% of shares in JSC Kedentransservice to the share capital of Logistic System Management B.V. shall be approved.
37. Withdrawal of Logistic Investment SARL from Helme’s Operation UK Limited by transfer of one ordinary voting share in Helme’s Operation UK Limited to the share capital of Logistic System Management B.V. shall be approved.
38. JSC TransContainer's representative exercising the powers of the sole member of Logistic Investment SARL shall be instructed to vote "FOR" in respect of the following draft resolution concerning item "Increase of the share capital of Logistic System Management B.V." on the agenda of the general meeting of  Logistic System Management B.V.:
The share capital of Logistic System Management B.V. shall be increased by the amount equal to the value of one ordinary voting share in Helme’s Operation UK Limited, 20.1% and 33% of shares in JSC Kedentransservice to ensure the following ownership interests of shareholders in the share capital of Logistic System Management B.V.:
- Logistic Investment SARL:  67%;
- JSC NC KTZ:  33%.
39. Pavel Petrovich Shanaytsa shall be appointed JSC TransContainer's representative for the participation in the General Meeting of Shareholders of TransContainer Europe GmbH.
40. Pavel Petrovich Shanaytsa shall be nominated for election to the position of managing director of TransContainer Europe GmbH.
41. Having considered the criteria of independence of directors, the Board of Directors concluded that members of the Board of Directors V.I. Andrienko, I.S. Shitkina and D. Hexter meet the requirements to independent directors.
42. Information concerning the implementation of decisions of the annual General Meeting of Shareholders of JSC TransContainer shall be noted.
43. The Report on implementation of decisions of the Board of Directors of the Company in Quarter 2 of 2012 shall be noted.
44. Holding by Director General of JSC TransContainer P. V. Baskakov of the position of the Chairman of the Board of Directors of JSC RZD-Logistika shall be approved.
45. Candidature of Corporate Secretary of JSC TransContainer Yulia Borisovna Gelfer for the position of the specialist responsible for managing JSC TransContainer’s insider information shall be approved.
46. The Regulation on the corporate standard of handling contracts between the subsidiaries of JSC RZD without additional procedures for the selection of a supplier (contractor, service provider) of goods (work, services) as reworded by the Company shall be approved.
47. Approve certain interested party transactions.

This statement is published by the Issuer pursuant to Order the Federal Financial Markets Service of Russia No. 11-46/PZ-N dated 4 October 2011 ‘On Approval of Regulations on Information Disclosure by Issuers of Issue-Grade Securities’.
JSC TransContainer
Corporate Secretary
Yu.B. Helfer
Tel. +7 (495) 788-17-17, ext. 4560

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