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24 Jun 2015

Press Release on Decisions Adopted by AGM on 24 June 2015

On 24 June 2015, the Annual General Shareholders' Meeting of TransContainer ("TransContainer" or the "Company") resolved to:

1. Approve the Annual Report of the Company for 2014. 

2. Approve PJSC TransContainer's financial statements under Russian Accounting Standards (RAS) for 2014, including the Company's RAS profit and loss statements.

3. Approve the following distribution of the net profit for 2014 under RAS:

Value name

Amount, RUB

Net profit for 2014 in the amount of

3,944,018,842.49

to be distributed as follows:

Dividends

985,973,446.88

Sponsorship and charity

197,200,942.12

Investments

1,073,000,000.00

Undistributed profit

1,687,844,453.49

4.1. Set 10 July 2015 as the dividend record date.

4.2. Pay out dividends in the amount of RUB 70.96 per share by no later than 25 working days from the dividend record date.

5. Pay annual remuneration to the members of the Board of Directors in accordance with the 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 annual remuneration to the members of the Company's 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 in the following amount:

Oleg Borisovich Ivanov (with 50% bonus as the Chairman)

RUB 225,000

Sergey Vladimirovich Davydov

RUB 150,000

Maria Vladimirovna Kalvarskaya

RUB 150,000

Alexey Vitalyevich Kostylev

RUB 150,000

Natalia Alekseevna Lem

RUB 150,000

Total

RUB 825,000

7. Appoint JSC PricewaterhouseCoopers Audit as the auditor of PJSC TransContainer to audit the Company's financial statements according to RAS and IFRS for 2015.

8. Elect the following persons to the Board of Directors of PJSC TransContainer:

1. Ivan Sergeevich Besedin

2. Gennady Ivanovich Bessonov

3. Alexey Yurievich Davydov;

4. Pavel Dmitrievich Ilyichev;

5. Irina Alexandrovna Kostenets;

6. Irina Sergeevna Shytkina;

7. Yuri Victorovich Novozhilov;

8. Alexander Alexandrovich Panchenko;

9. Marat Magomedovich Shaidayev

10. Dmitry Alexandrovich Shokhin.

11. Arvid Türkner

Short biographies of the new members of the Board of Directors are set out below:

Ivan Sergeevich Besedin

Year of birth: 1954

Education: Moscow Institute of Rail Engineers, Automatic Management Systems.

Professional experience over the last 5 years:

2006-2011:_JSC Russian Railways, Head of the Kaliningrad Railway;

2011-2014: Head of Moscow Metropolitan;

Since 2015: JSC Russian Railways, Head of the Transportation and The process of organising a chain of delivery, and managing that chain in the broadest sense. This chain may encompass both deliveries of raw materials needed for production and management of material resources at an enterprise, delivery to warehouses and distribution centres, sorting, handling, and final distribution at the points of consumption. In the context of transportation services, the main service is that of delivering cargo across a delivery route.
Logistics
Management Department; and JSC DTsV, JSC Kaliningrad TransTelecom, JSC Metallist-Remputmash - Chairman of the Board.

Gennady Ivanovich Bessonov

Year of birth: 1950

Education: Fergana Polytechnic Institute, Engineer

Diplomatic Academy of the Ministry of Foreign Affairs of the Russian Federation, Diplomacy

Professional experience over the last 5 years:

Since 2005: General Secretary of the Coordinating Counsel on Trans-Siberian Transportation;

Since 2008: JSC Rusagrotrans, Deputy Chairman of the Board;

Since 2014: Advisor to President of JSC Russian Railways;

Since 2014: Project "TransEuropean Railway" of the UN European Economic Commission, Project leader.

Dmitry Alexandrovich Shokhin

Year of birth: 1976

Education: Lomonosov Moscow State University, Law

Duke University, LL.M,

PhD (Law)

Professional experience over the last 5 years:

2009 - 2011: FESCO Management Company LLP, Member of the Executive Board - Vice President for Legal Affairs;

2012-2013: JSC FESCO, Vice President for Legal Affairs;

2013 - 2015: Industrial Investors LLP, Vice-president for corporate finance and legal affairs;

Since 2015: SUMMA Group LLP, Vice-president for legal affairs.

Marat Magomedovich Shaidayev

Year of birth: 1968

Education: Military Institute of the Ministry of Defense of the USSR; Law

Presidential Academy of the State Service, State and Municipal Management

Professional experience over the last 5 years:

2005-2013: JSC Sovfrakht - Primorsk, Member of the Board;

2006-2009: JSC Transflot, General Director;

Since 2007: SUMMA Group LLP, Member of the Board;

2009-2012: SUMMA Group LLP, Vice-President - Executive Director, First vice-President - Executive Director, President;

Since 2008: Primorsk Commercial Port LLP, Member of the board;

Since 2008: JSC "YaTEK", Member of the Board.

Arvid Türkner

Year of birth: 1971.

Education: Berlin Free University, Diplom-Kaufmann

Professional experience over the last 5 years:

2009 - 2013: European Bank for Reconstruction and Development, Senior Banker, Financial Institutions (Russia);

Since 2013: European Bank for Reconstruction and Development, Director for Regional Development (Russia), Deputy Director of the Russian Business Group.

9. Elect the following persons to the Revision Commission of PJSC TransContainer:

1. Sergey Vladimirovich Davydov;

2. Oleg Borisovich Ivanov;

3. Natalya Alexeevna Lem;

4. Elena Ivanovna Chamortseva

5. Anna Nikolaevna Chernyavskaya.

10. Approve Company's participation in the Non-commercial partnership "the Union of Railway Equipment Manufacturers"

11. Approve entering into future interested-party transactions 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 arranging transportation by sea; agreements for repairing containers and motor vehicles and other Company assets; maintenance agreements for the Company's equipment; agreements for providing recreation services, agreements for the provision of services and performance of work, along with other types of transactions).

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

Approve entering into interested-party transactions (supplementary agreements to a number of contracts related to extending the term and changing banking details of the Parties).

The AGM did not approve a number of interested-party transactions involving the Company's subsidiaries and joint ventures, including ContainerTrans Scandinavia Ltd, TransEurasia Logistics GmbH, TransContainer - Slovakia a.s., TransContainer Asia Pacific Ltd, JSC Kedentransservice and Transcontainer Europe GmbH. In addition, the AGM did not approve interested-party transactions with the following Russian Railways' subsidiaries: JSC Refservice, JSC RZD Logistics and JSC Federal Passenger Company.

 

Olga Miller
Corporate Secrtary
+7 (495) 788-17-17, ext. 1017

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2015 Annual Report

2015 Annual Report

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