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Global Reach
16 Apr 2015

Press Release on Decisions Adopted by the Board of Directors on 15 April 2015

 

On 15 April 2015, a meeting of the Board of Directors of TransContainer PJSC was held, and the following decisions were made:

 

1.                  To approve the Report on the operating results of PJSC TransContainer for 2014.

2.                  To take into consideration the forecast of PJSC TransContainer operating results for the I quarter  2015.

3.                  To take into consideration the Report on performance of the credit policy of PJSC TransContainer as of 31.12.2014.

4.                  To pay the Director General of PJSC TransContainer P.V. Baskakov the bonus on the basis of the work in the IV quarter 2014.

5.                  To pay the Director General of PJSC TransContainer P.V. Baskakov the annual bonus for achievement of the target KPI values in 2014.

6.                  To pay the Company management the bonus award based on the operational results for 2014 for increase of the actual net profit in against the planned budget parameter.

7.                  To approve the modifications in the Statement on work motivation of management of PJSC TransContainer.

8.                  To convene the Annual General Meeting of the Shareholders of PJSC TransContainer.

8.1.            To define the form of holding of the Annual General Meeting of the Shareholders as the joint attendance with preliminary bulletins sending.

8.2.            To define the date of holding the Annual General Meeting of the Shareholders - June, 24, 2015.

8.3.            To define the place of holding the Annual General Meeting of the Shareholders: Moscow, Tverskaya str., 26/1, hotel "Mariott Grand", hall "Troitsky-Kolomensky".

8.4.            To define the time of holding the Annual General Meeting of the Shareholders:  11-00 a.m. Moscow time.

8.5.            To define the place and the time of the start for shareholders registration (shareholders' representatives): Moscow, Tverskaya str., 26/1, hotel "Mariott Grand", hall "Troitsky-Kolomensky", 10-00 a.m. Moscow time.

8.6.            To define the date for making the list of persons entitled to vote in the Annual General Meeting of the Shareholders - May, 12, 2015.

8.7.            To elect Miller Olga Alexandrovna, the Director in Corporate Management of PJSC TransContainer as the Secretary of the Annual General Meeting of the Shareholders.

8.8.            To appoint the Joint-Stock Company Registrar Company Status as the person exercising the functions of the tally committee.

8.9.            To approve the following agenda for the Annual General Meeting of the Shareholders:

1. Approval of the Company's annual report for 2014.

2. Approval of the annual financial statements, including the profit and loss statement (profit and loss accounts).

3. Distribution of the Company's profit and losses for the fiscal year.

4. Approval of the dividend payment based on the results of the fiscal year.

5. Payment of remuneration to the members of the Board of Directors.

6. Payment of remuneration to the members of the Revision Commission.

7. Approval of the Company's auditor.

8. Election of the members of the Board of Directors.

9. Election of the members of the Revision Commission.

10. Joining the Association of Railway Equipment Manufacturers, a non-profit partnership.

11. Approval of related-party transactions.

8.10. To approve the form and the text of the notification of holding the Annual General Meeting of Shareholders.

8.11. To place the notification of holding the Annual General Meeting of Shareholders of the Company in the information-communication network "Internet" on the Company's website www.trcont.ru no later than on May, 22, 2015.

8.12.        To define the following list of information (materials) provided to the persons with the right to participate in the Annual general shareholders meeting during the preparation for the annual General shareholders meeting with the following materials:

1. Company’s annual report for 2014.

2. The annual financial statement including the Auditor's assessment, the Company revision commission assessment based on the results of the annual financial statement monitoring.

3. The assessment of the Company auditor prepared by the Audit Committee.

 

             4. The information about the Auditor's nomination.

             5. The information about the candidates included to the nominees list for election to the Company Board of Directors.

             6. The information about the candidates included to the nominees list for election to the Company Revision Commission.

             7. The information about available/ unavailable written consent of the nominees to the Company's Board of Directors and Revision Commission.

 

8. Recommendations of the Board of Directors on the agenda of the Annual General Meeting of Shareholders.

9. The explanatory note concerning the issue "About the entry of PJSC TransContainer into the Non-profit partnership "Association of Producers of Railway Equipment"

10. The explanatory notes concerning the issue "On approval of the conclusion of interested party transactions".

11. Draft decisions concerning the issue of the agenda of the Annual General Meeting of Shareholders.

8.13.        To determine that this information will be available for information to the persons entitled to participate in the Annual General Meeting of the Shareholders by the address: Moscow, Oruzheynyy pereulok, 19, office 227 in the period from May, 22, 2015 till June, 22, 2015, on business days from 10.00 till 17.00 Moscow time and on the Company website www.trcont.ru from May, 22, 2015.

9.                  To take into consideration the report on the disclosure of information through the authorized service of the information disclosure of the UK.

10.              To agree upon the candidate of Veselov Roman Yurievich for the assignment to the position of the director of the branch of PJSC TransContainer at Oktyabrskaya railroad.

11.              To agree upon the candidate of Podoprigora Nikolay Sergeevich for the assignment to the position of the director of the branch of PJSC TransContainer at South-Eastern railroad.

12.              To take into consideration the plan of measures aimed at implementation of the charity programme "TransContainer for Children" for 2015.

13.              To approve the charitable assistance to the Cultural Foundation " Musical Quarter" for the annual Moscow International "Paramusical festival" in the amount of 300,000 roubles.

14.              To approve the charitable assistance to the employee of the PJSC “TransContainer” in the amount of 67, 519 RUR for the expensive treatment.

15.              To approve the charitable assistance to the employee of the PJSC “TransContainer” for medical examination of her seriously ill son (born in 2006) in Germany in the amount of 14,205 euro.

16.              To approve the charitable assistance to the veterans of the Second World War and the home front workers registered in the branch of PJSC TransContainer at the South-Eastern and the West-Siberian railways in the total amount of 2,150,000 RUB.

17.              To approve the provision of charitable assistance to the employee of the branch of PJSC TransContainer at the Moscow Railway  to undergo expensive treatment, in the amount of 3,500,000 rubles.

18.              To approve conclusion of the Assignment Agreement concerning the Contract of  real estate gratis use by PJSC TransContainer dd. 02.03.2011 No. 15 for allotment of the municipal pre-school educational institution Kindergarten No. 1 between PJSC TransContainer (South-Eastern branch), the Educational department of Administration of Gryazi municipal district and  Municipal pre-school educational institution Kindergarten No. 1 of Gryazi, Gryazi municipal district of Lipetsk region.

19.              To approve several interested party transactions.

 

 

Corporate Secretary

of TransContainer PJSC

O.A. Miller

Tel.: +7 (495) 788-17-17, ext. 1017

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